EXHIBIT 10.7
EXHIBIT C
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of July 12, 1999, between
Global Water Technologies, Inc., a Delaware corporation (the "Company"),
and the Investors who have purchased or who will purchase Units, as
described below (each a "Shareholder").
RECITALS
A. The Company has offered and the Shareholder has purchased units
(the "Units"), each consisting of 200,000 shares of the Company's Common
Stock (the "Shares") and 200,000 Class C Warrants to purchase Common Stock
("Class C Warrants"), pursuant to the Private Placement Memorandum, dated
July 12, 1999 (the "Memorandum"), pursuant to which the Company agreed to
use its best efforts to register for resale the Shares and the shares of
Common Stock underlying the Class C Warrants (the "Warrant Shares")
purchased by the Shareholder in a registration statement to be filed by the
Company within 30 days of closing of the Private Placement. Each such
purchaser of Shares is referred to as "Registering Shareholder," and,
collectively referred to as "Registering Shareholders," and the Shares and
Warrant Shares of the Registering Shareholders to be registered in any
registration statement as set forth herein are collectively referred to as
the "Registrable Securities." The term "Registrable Securities" includes
shares of the Company's Common Stock issued in respect of, in exchange for
or in replacement of the Common Stock in the event of any stock split,
stock combination, stock dividend, recapitalization, consolidation or
similar event.
B. The Company and the Shareholders desire to enter into this
Agreement to provide for the registration under the Securities Act of 1933,
as amended (the "Securities Act"), of the disposition of the Registrable
Securities and certain other matters.
AGREEMENT
The parties agree as follows:
Section 1. REGISTRATION RIGHTS.
(a) The Company shall use its reasonable best efforts to file a
Registration Statement under the Securities Act and under any applicable
state securities laws, within 30 days after the final closing of the
private offering made pursuant to the Memorandum, dated July 12, 1999, and
shall include in the Registration Statement all Registrable Securities.
Notwithstanding anything in the foregoing to the contrary, the Company
shall not be required to offer Registering Shareholders the opportunity to
include their Registrable Securities in more than one Registration
Statement; PROVIDED that a Registration Statement shall be deemed not to
have been prepared and filed if the same does not become effective;
PROVIDED, FURTHER, that the Company will use its best efforts to register
the Registrable Securities for public resale on or before 120 days after
the final closing, or, if earlier, within five days of receipt from the SEC
of notice that the SEC has no further comments with respect to the
Registration Statement.
(b) The Company shall provide each Registering Shareholder, each
underwriter participating in any disposition pursuant to such registration
and their respective representatives reasonable opportunity for due
diligence in connection with the registration of Registrable Securities of
the Registering Shareholder pursuant to this Section 1.
(c) Notwithstanding anything herein to the contrary, the Company
shall not be required to include in any registration pursuant to this
Section 1 any Registrable Securities owned by a Registering Shareholder if
such Registering Shareholder or any underwriter of Registrable Securities
shall fail to furnish to the Company the information in respect of the
distribution of the shares that may be required under this Agreement to be
furnished by the Registering Shareholder or the underwriter to the Company.
(d) Each Registering Shareholder shall furnish, and shall cause
each underwriter of the Registrable Securities of the Registering
Shareholder to be distributed pursuant to the Registration Statement to
furnish, to the Company in writing promptly upon the request of the Company
the additional information regarding the Registering Shareholder or the
underwriter, the contemplated distribution of the Registrable Securities
and the other information regarding the proposed distribution by the
Registering Shareholder and the underwriter that shall be required in
connection with the proposed distribution by the applicable securities laws
of the United States of America and the states thereof in which the
Registrable Securities are contemplated to be distributed. The information
furnished by any Registering Shareholder or any underwriter shall be
certified by the Registering Shareholder or the underwriter, as the case
may be, and shall be stated to be specifically for use in connection with
the registration.
(e) The Company shall prepare and file with the Securities and
Exchange Commission the Registration Statement, including the Prospectus
(as defined in Section 1(g)), under the Securities Act and as required
under any applicable state securities laws, on the form that is then
required or available for use by the Company to permit each Registering
Shareholder, upon the effective date of the Registration Statement, to use
the Prospectus in connection with the contemplated distribution by the
Registering Shareholder of the Registrable Securities so registered. The
Company shall deliver to each Registering Shareholder, without charge, one
conformed copy of the Registration Statement, without exhibits, and each
amendment or post-effective amendment thereof. The Company shall use its
best efforts to cause the Registration Statement to become effective and,
as soon as practicable after the effectiveness thereof, shall deliver to
each Registering Shareholder evidence of the effectiveness and a reasonable
supply of copies of the Prospectus. In addition, if necessary for resale
by the Registering Shareholders, the Company shall qualify or register in
such states as may be reasonably requested by each Registering Shareholder
the Registrable Securities of the Registering Shareholder that shall have
been included in the Registration Statement; PROVIDED that the Company
shall not be obligated to file any general consent to service of process or
to qualify as a foreign corporation in any state in which it is not subject
to process or qualified as of the date of the request.
(f) The Company shall use its best efforts to cause the
Registration Statement and the Prospectus to remain effective or current,
as the case may be, including the filing of necessary
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amendments, post-effective amendments and supplements, and shall furnish
copies of such amendments, post-effective amendments and supplements to the
Registering Shareholders, so as to permit distributions by the Registering
Shareholders during a period of four years from the effective date of the
Registration Statement, but in no event longer than that date when Rule
144(k) is available for the sale of the Registrable Securities. During
such respective contemplated periods of distribution, the Company shall
comply with the provisions of the Securities Act applicable to it with
respect to the disposition of all Registrable Securities that shall have
been included in the Registration Statement in accordance with the intended
methods of disposition by the Registering Shareholders set forth in the
Registration Statement, the Prospectus or the supplement, as the case may
be. The Company shall not be deemed to have used its best efforts to cause
the Registration Statement to remain effective during the applicable period
if it voluntarily takes any action (other than an action required under
applicable law) that would result in the Registering Shareholders not being
able to dispose of the Registrable Securities during that period in
accordance with the intended methods of disposition. The Company shall
notify each Registering Shareholder, at any time when a prospectus with
respect to the Registrable Securities is required to be delivered under the
Securities Act, when the Company becomes aware of the happening of any
event as a result of which the Prospectus (as then in effect) contains any
untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein (in the case of the Prospectus or
any preliminary prospectus, in light of the circumstances under which they
were made) not misleading and, as promptly as practicable thereafter,
prepare and file with the Securities and Exchange Commission an amendment
or supplement to the Registration Statement or the Prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
Prospectus will not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading. The
Company shall make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of the Registration Statement at the
earliest possible moment. Notwithstanding anything in the foregoing to the
contrary, the Company may at any time upon notice to each Registering
Shareholder terminate the effectiveness of the Registration Statement or
upon notice to any Registering Shareholder withdraw from the Registration
Statement the Registrable Securities of the Registering Shareholder if, in
the written opinion of counsel for the Company addressed to the
Shareholder, there shall have arisen any legal impediment to the offer of
the Registrable Securities made by the Prospectus or if any legal action or
administrative proceeding shall have been instituted or threatened or any
other claim shall have been made relating to the offer made by the
Prospectus or against any of the parties involved in the offer; PROVIDED
that, promptly after those matters shall be resolved to the satisfaction of
counsel for the Company, pursuant to this Section 1 the Company shall cause
the registration of Registrable Securities formerly covered by the
Registration Statement that were removed from registration by the action of
the Company.
(g) If requested by any Registering Shareholder or an
underwriter, the Company shall as promptly as practicable prepare and file
with the Securities and Exchange Commission an amendment or supplement to
the Registration Statement or Prospectus containing such information as the
Registering Shareholder or the underwriter requests to be included therein,
including, without limitation, information with respect to the Registrable
Securities being sold by the Registering Shareholder, the price at which
the Registrable Securities will be sold and other terms of the offering
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of the Registrable Securities by the Registering Shareholder.
(h) Each Registering Shareholder shall report to the Company
distributions made by the Registering Shareholder of Registrable Securities
pursuant to the Prospectus and, upon written notice by the Company that an
event has occurred as a result of which an amendment or supplement to the
Registration Statement or the Prospectus is required, the Registering
Shareholder shall cease further distributions pursuant to the Prospectus
until notified by the Company of the effectiveness of the amendment or
supplement. Each Registering Shareholder shall distribute Registrable
Securities only in accordance with the manner of distribution contemplated
by the Prospectus with respect to the Registrable Securities. Each
Registering Shareholder, by participating in a registration pursuant to
this Section 1, acknowledges that the remedies of the Company at law for
failure by the Registering Shareholder to comply with the undertaking
contained in this Section 1(h) would be inadequate and that the failure
would not be adequately compensable in damages and would cause irreparable
harm to the Company, and therefore agrees that undertakings made by the
Registering Shareholder in this Section 1(h) may be specifically enforced.
(i) The Company shall cooperate with each Registering
Shareholder and each underwriter to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legends) representing
Registrable Securities to be sold under the Registration Statement, and
enable such Registrable Securities to be in such denominations and
registered in such names as the Registering Shareholder or the underwriter
may request. The Company shall pay all transfer or other fees of the
Company's transfer agent in connection with obtaining certificates without
restrictive legends.
(j) The Company shall use its best efforts to comply with all
applicable rules and regulations of the Securities and Exchange Commission,
and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at lease twelve
months, but not more than eighteen months, beginning with the first
calendar month after the effective date of the Registration Statement,
which earnings statement shall satisfy the provisions of Section 11(a) of
the Securities Act.
(k) The Company shall take all action required to cause the
Registrable Securities to be qualified for inclusion in the National
Association of Securities Dealers Automated Quotation/National Market
System ("Nasdaq/NMS") or Small Cap Market ("Nasdaq/Small Cap"), as
applicable, if other securities of the Company are so registered.
(l) For the purposes of this Section 1, the following terms
shall have the following meanings:
(1) "Registration Statement" means a registration statement
filed by the Company in accordance with Section 1(e), including
exhibits and financial statements thereto, in the form in which it
shall become effective and, in the event of any amendment thereto
after the
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effective date of the registration statement, also means (from and
after the effectiveness of the amendment) the registration statement
as so amended;
(2) "Rule 144 Transaction" means a transaction involving the
sale of Registrable Securities to a person other than an affiliate of
the Company under circumstances in which all of the applicable
conditions of Rule 144 or Rule 144A (or any similar provisions then in
force) under the Securities Act are satisfied; and
(3) "Prospectus" means the prospectus relating to the
Registrable Securities owned by the Registering Shareholders included
in a Registration Statement and, in the event of any amendment or
supplement to the prospectus after the effective date of the
Registration Statement, also means (from and after the effectiveness
of the amendment or the filing with the Securities and Exchange
Commission of the supplement) the prospectus as so amended or
supplemented and, if a prospectus relating to the Registrable
Securities shall be filed with the Securities and Exchange Commission
pursuant to Rider 424 under the Securities Act, such prospectus.
Section 2. EXPENSES.
(a) The Company shall bear all expenses in connection with the
registration of Registrable Securities pursuant to Section 1, whether or
not any related Registration Statement shall become effective. Such
expenses include, but are not limited to the expenses of:
(1) preparing, printing and filing each Registration Statement
and Prospectus and each qualification or notice required to be filed
under federal and state securities laws or the rules and regulations
of an exchange and the National Association of Securities Dealers,
Inc. (the "NASD") in connection with a registration pursuant to
Section 1;
(2) all fees and expenses of complying with federal and state
securities laws and the rules and regulations of the NASD;
(3) furnishing to each requesting Registering Shareholder one
conformed copy of the related Registration Statement, without
exhibits, and the number of copies of the related Prospectus that may
be required by Section 1(e) to be so furnished, together with a like
number of copies of each amendment, post-effective amendment or
supplement;
(4) preparing audited financial statements required by the
Securities Act and the rules and regulations thereunder to be included
in the Registration Statement and preparing audited financial
statements for use in connection with the registration other than
audited financial statements required by the Securities Act and the
rules and regulations thereunder;
(5) internal expenses of the Company (including, without
limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties);
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(6) listing of the Registrable Securities on national securities
exchanges and inclusion of the Registrable Securities in Nasdaq/NMS
or Nasdaq/Small Cap; and
(7) fees and expenses of any special experts retained by the
Company in connection with the registration.
(b) The Registering Shareholders shall bear all of their
respective selling expenses, such as their respective selling commissions,
underwriting discounts, insurance and fees of counsel for the Registering
Shareholders and their underwriters and applicable transfer fees and
expenses.
Section 3. INDEMNIFICATION
(a) The Company shall indemnify and hold harmless each
Registering Shareholder participating in a registration pursuant to Section
1, each underwriter of any of the Registrable Securities owned by the
Registering Shareholder to be distributed pursuant to the Registration
Statement, each partner in each Registering Shareholder, the officers and
directors of the Registering Shareholder and the underwriter and each
person, if any, who controls the Registering Shareholder, each partner in
each Registering Shareholder or the underwriter within the meaning of
Section 15 (or any successor provision) of the Securities Act, and their
respective successors, against all claims, losses, damages and liabilities
to third parties (or actions in respect thereof) arising out of or based on
any untrue statement (or alleged untrue statement) of a material fact
contained in the Registration Statement or the Prospectus or other document
incident thereto or 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, and shall reimburse each such
Registering Shareholder and each other person indemnified pursuant to this
Section 3(a) for any legal and any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action; PROVIDED that the Company shall not be liable in any
case to the extent that any such claim, loss, damage or liability arises
out of or is based on any untrue statement or omission based upon written
information furnished to the Company by any Registering Shareholder or
underwriter for a Registered Shareholder specifically for use in the
Registration Statement or the Prospectus.
(b) Each Registering Shareholder, by participating in a
registration pursuant to Section 1, thereby agrees to indemnify and to hold
harmless the Company and its officers and directors and each person, if
any, who controls any of them within the meaning of Section 15 (or any
successor provision) of the Securities Act, and their respective
successors, against all claims, losses, damages and liabilities to third
parties (or actions in respect thereof) arising out of or based upon any
untrue statement (or alleged untrue statement) of a material fact contained
in the Registration Statement or the Prospectus or other document incident
thereto or 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, and shall reimburse the Company and each other
person indemnified pursuant to this Section 3(b) for any legal and any
other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action; PROVIDED that
this Section 3(b) shall apply only if (and only to the extent that) the
statement or omission was made in reliance upon and in conformity with
information furnished to the Company in writing by the Registering
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Shareholder specifically for use in the Registration Statement or the
Prospectus; PROVIDED, FURTHER, that in no event shall the liability of a
Registering Shareholder hereunder be greater in amount than the dollar
amount of the proceeds received by the Registering Shareholder upon the
sale of the Registrable Securities giving rise to such indemnification
obligations.
(c) If any action or proceeding (including any governmental
investigation or inquiry) shall be brought or asserted against any person
indemnified under this Section 3, the indemnified person shall promptly
notify the indemnifying party in writing, and the indemnifying party shall
assume the defense of the action or proceeding, including the employment of
counsel satisfactory to the indemnified person and the payment of all
expenses. The indemnified person shall have the right to employ separate
counsel in any action or proceeding and to participate in the defense of
the action or proceeding, but the fees and expenses of that counsel shall
be at the expense of the indemnified person unless
(1) the indemnifying party shall have agreed to pay those fees
and expenses; or
(2) the indemnifying party shall have failed to assume the
defense of the action or proceeding or shall have failed to employ
counsel reasonably satisfactory to the indemnified person in the
action or proceeding; or
(3) the named parties to the action or proceeding (including any
impleaded parties) include both the indemnified person and the
indemnifying party, and the indemnified person shall have been
advised by counsel that there may be one or more legal defenses
available to the indemnified person that are different from or
additional to those available to the indemnifying party (in which
case, if the indemnified person notifies the indemnifying party in
writing that it 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 action or proceeding on behalf of
the indemnified person; it being understood, however, that the
indemnifying party shall not, in connection with any one action or
proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys at any time for
the indemnified person, which firm shall be designated in writing by
the indemnified person).
The indemnifying party shall not be liable for any settlement of any action
or proceeding effected without its written consent, but no settlement shall
be entered into by the Indemnifying Party which does not provide for the
complete and final release of the Indemnified Party.
(d) If the indemnification provided for in this Section 3 is
unavailable to an indemnified person (other than by reason of exceptions
provided in this Section 3) in respect of losses, claims, damages,
liabilities or expenses referred to in this Section 3, then each applicable
indemnifying party, in lieu of indemnifying the indemnified person, shall
contribute to the amount paid or payable by the indemnified person as a
result of the losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one
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hand and of the indemnified person on the other in connection with the
statements or omissions which resulted in the losses, claims, damages,
liabilities or expenses as well as any other relevant equitable
considerations. The relative fault of the indemnifying party on the one
hand and of the indemnified person on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the indemnifying party
or by the indemnified person and by these persons' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The parties agree that it would not be just and
equitable if contribution pursuant to this Section 3(d) were determined by
pro rata allocation or by any other method of allocation that does not take
into account the equitable considerations referred to in the immediately
preceding sentence. The amount paid or payable by a person as a result of
the losses, claims, damages, liabilities and expenses shall be deemed to
include any legal or other fees or expenses reasonably incurred by the
person in connection with investigating or defending any action or claim.
Notwithstanding in the foregoing to the contrary, no Registering
Shareholder or underwriter shall be required to contribute any amount in
excess of the amount by which (1) in the case of any Registering
Shareholder, the net proceeds received by the Registering Shareholder from
the sale of Registrable Securities or (2) in the case of an underwriter,
the total price at which the Registrable Securities purchased by it and
distributed to the public were offered to the public exceeds, in any such
case, the amount of any damages that the Registering Shareholder or
underwriter, as the case may be, has otherwise been required to pay by
reason of any untrue or alleged untrue statement or omission. No person
guilty of fraudulent representation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who
is not guilty of such fraudulent misrepresentation.
(e) Each Registering Shareholder participating in a registration
pursuant to Section 1 shall cause each underwriter of any of the
Registrable Securities owned by the Registering Shareholder to be
distributed pursuant to the Registration Statement to agree in writing on
terms reasonably satisfactory to the Company to indemnify and to hold
harmless the Company and its officers and directors and each person, if
any, who controls any of them within the meaning of Section 15 (or any
successors provision) of the Securities Act, and their respective
successors, against all claims, losses, damages and liabilities to third
parties (or actions in respect thereof) arising out of or based upon any
untrue statement (or alleged untrue statement) of a material fact contained
in the Registration Statement or the Prospectus or other document incident
thereto or 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, and to reimburse the Company and each other person
indemnified pursuant to the agreement for any legal or any other expense
reasonably incurred in connection with investigating or defending any
claim, loss, damage, liability or action; PROVIDED that the agreement shall
apply only if (and only to the extent that) the statement or omission was
made in reliance upon and in conformity with information furnished to the
Company in writing by the underwriter specifically for use in the
Registration Statement or the Prospectus.
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Section 4. TRANSFER RESTRICTIONS.
(a) The Shareholder acknowledges that the Company will issue and
sell the Units in reliance upon the exemption afforded by Section 4(2) of
the Securities Act for transactions by an issuer not involving any public
offering and Rule 506 of Regulation D adopted thereunder. The Shareholder
represents that (1) Shareholder will acquire the Units and the Registrable
Securities for investment and without any view toward distribution of any
of the Registrable Securities to any other person, (2) Shareholder will
not sell or otherwise dispose of the Registrable Securities except in
compliance with the registration requirements or exemption provisions under
the Securities Act and (3) before selling or otherwise disposing of any of
the Registrable Securities other than in a sale registered under the
Securities Act, or pursuant to Rule 144 under the Securities Act unless the
Company shall have been advised by counsel that the sale does not meet the
requirements of Rule 144 for the sale, the Shareholder will deliver to the
Company an opinion of counsel, which counsel shall be reasonably
satisfactory to the Company to the effect that such registration is
unnecessary.
(b) Except as provided to the contrary in this Section 4, each
certificate for Registrable Securities, and any certificate issued in
exchange therefor or upon conversion, exchange or transfer thereof, shall
bear the legend below:
The securities represented by this certificate have not been
registered under the Securities Act of 1933 ("the Act") or the
securities laws of any state and are 'restricted securities' as that
term is defined in rule 144 of the Act. The securities have been
acquired for investment and may not be sold, transferred for value,
pledged, hypothecated, or otherwise encumbered in the absence of an
effective registration of them under the Act and the securities act of
such states as may be required, or in the absence of an opinion of
counsel acceptable to the corporation that such registration is not
required under such act or laws.
(c) The legend stated in Section 4(b)(1) shall be removed by
delivery of one or more substitute certificates without such legend if
either (1) the related certificates are issued in connection with a sale
registered under the Securities Act or (2) the holder thereof shall have
delivered to the Company a copy of a letter from the staff of the
Securities and Exchange Commission or an opinion of counsel, in form and
substance reasonably satisfactory to the Company, to the effect that the
legend is not required for purposes of the Securities Act.
Section 5. FILINGS. The Company shall make all filings with the
Securities and Exchange Commission required in order to make available to
the holders of Registrable Securities the exemption from the registration
requirements provided by Rule 144 (or any successor regulation) under the
Securities Act.
Section 6. MERGER, CONSOLIDATION, EXCHANGE. ETC. In the event,
directly or indirectly, (1) the Company shall merge with and into, or
consolidate with, or consummate a share exchange, or (2) any person shall
merge with and into, or consolidate, the Company and the Company shall be
the surviving corporation of such merger or consolidation and, in
connection with such merger or consolidation, all or part of the
Registrable Securities shall be changed into or exchanged for stock
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or other securities of any other person, then, in each such case, proper
provision shall be made so that such other person shall be bound by the
provisions of this Agreement and the term "Company" shall thereafter be
deemed to refer to such other person.
Section 7. NOTICES. All notices, requests and other
communications to any party under this Agreement shall be in writing.
Communications may be made by telecopy or similar writing. Each
communication shall be given to the party at its address stated on the
signature pages of this Agreement or at any other address as the party may
specify for this purpose by notice to the other party. All communications
from the Company shall be copied to Westminster Securities Corporation, the
placement agent for the Units. Each communication shall be effective (1)
if given by telecopy, when the telecopy is transmitted to the proper
address and the receipt of the transmission is confirmed, (2) if given by
mail, 72 hours after the communication is deposited in the mails properly
addressed with first class postage prepaid or (3) if given by any other
means, when delivered to the proper address and a written acknowledgment of
delivery is received.
Section 8. NO WAIVERS; REMEDIES. No failure or delay by any party
in exercising any right, power or privilege under this Agreement shall
operate as a waiver of the right, power or privilege. A single or partial
exercise of any right, power or privilege shall not preclude any other or
further exercise of the right, power or privilege or the exercise of any
other right, power or privilege. The rights and remedies provided in this
Agreement shall be cumulative and not exclusive of any rights or remedies
provided by law.
Section 9. AMENDMENTS, ETC. No amendment, modification,
termination or waiver of any provision of this Agreement, and no consent to
any departure by a party to this Agreement from any provision 'of this
Agreement, shall be effective unless it shall be in writing and signed and
delivered by the other party to this Agreement, and then it shall be
effective only in the specific instance and for the specific purpose for
which it is given.
Section 10. SUCCESSORS AND ASSIGNS.
(a) The Shareholder may assign to any transferee of Registrable
Securities the Shareholder's rights and delegate the Shareholder's
obligations under this Agreement; provided that such transferee assignee
shall accept those rights and assume those obligations for the benefit of
the Company in writing in form reasonably satisfactory to the Company.
Thereafter, without any further action by any person, all references in
this Agreement to the "Shareholder," and all comparable references, shall
be deemed to be references to the transferee, and the Shareholder shall be
released from any obligation or liability under this Agreement with respect
to the Registrable Securities so transferred.
(b) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties to this Agreement and their respective
successors and permitted assigns pursuant to Section 11(a).
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Section 11. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Colorado.
All rights and obligations of the Company and the Shareholder shall be in
addition to and not in limitation of those provided by applicable law.
Section 12. COUNTERPARTS; EFFECTIVENESS. This Agreement may be
signed in any number of counterparts, each of which shall be an original,
with the same effect as if all signatures were on the same instrument.
Section 13. SEVERABILITY OF PROVISIONS. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as
to that jurisdiction, be ineffective to the extent of the prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of the provision in
any other jurisdiction.
Section 14. HEADINGS AND REFERENCES. Section headings in this
Agreement are included for the convenience of reference only and do not
constitute a part of this Agreement for any other purpose. References to
parties and sections in this Agreement are references to the parties to or
the sections of this Agreement, as the case may be, unless the context
shall require otherwise.
Section 15. ENTIRE AGREEMENT. Except as otherwise specifically
provided in the following sentence, this Agreement embodies the entire
agreement and understanding of the respective parties and supersedes all
prior agreements or understandings with respect to the subject matters of
those documents.
Section 16. SURVIVAL. Except as otherwise specifically provided in
this Agreement, each representation, warranty or covenant of each party to
this Agreement contained in or made pursuant to this Agreement shall
survive the Closing and remain in full force and effect, notwithstanding
any investigation or notice to the contrary or any waiver by any other
party of a related condition precedent to the performance by the other
party of an obligation under this Agreement.
Section 17. NON-EXCLUSIVE JURISDICTION. Each party (1) agrees that
any action with respect to this Agreement may be brought in the courts of
the State of Colorado or of the United States of America for the District
of Colorado, (2) accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of those courts and (3)
irrevocably waives any objection, including, without limitation, any
objection to the laying of venue or based on the grounds of FORUM NON
CONVENIENS, which it may now or hereafter have to the bringing of any
action in those jurisdictions.
Section 18. WAIVER OF JURY TRIAL. Each party waives any right to
a trial by jury in any action to enforce or defend any right under this
Agreement or any amendment, instrument, document or agreement delivered, or
which in the future may be delivered, in connection with this Agreement and
agrees that any action shall be tried before a court and not before a jury.
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Section 19. AFFILIATE. Nothing contained in this Agreement shall
constitute the Shareholder an "affiliate" of any of the Company and its
subsidiaries within the meaning of Rule 13e-3 under the Exchange Act.
IN WITNESS WHEREOF, the parties have executed and delivered this
Registration Rights Agreement as of the date first written above in Denver,
Colorado.
GLOBAL WATER TECHNOLOGIES, INC.
By:________________________________
Xxxxxx X. Xxxx, President
Address: Global Water Technologies, Inc.
0000 Xxxxxx Xxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxx 00000
(000) 000-0000
SHAREHOLDER:
___________________________________
Signature
___________________________________
Name (print)
Address:___________________________
___________________________
___________________________
Telecopy:__________________________
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