Exhibit 10.84
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REGISTRATION RIGHTS AGREEMENT
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DATED: May 22, 2001
With reference to that certain Stock Purchase Agreement of even date
herewith (the "Stock Purchase Agreement") by and between, Xx. Xxxxxx Xxxxx an
individual ("Xxxxx") and COMMODORE APPLIED TECHNOLOGIES, INC., a Delaware
corporation ("CXI"), whereby Xxxxx purchased one million nine hundred twenty
three thousand and seventy seven (1,923,077) shares of CXI's common stock (the
"Equity Shares") and that certain Warrant of even date herewith to purchase five
hundred thousand (500,000) shares of CXI's common stock (the "Warrant Shares")
by and between, Xxxxx and CXI, and in order to induce Xxxxx to enter into the
Stock Purchase Agreement and the Warrant, and for other valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:
1. As soon as practicable, CXI shall register on a short form
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), not less than that number of shares of CXI Common Stock (i)
Equity Shares issued to Xxxxx pursuant to the Securities Purchase Agreement; and
(ii) Warrant Shares issuable to Xxxxx pursuant to each such exercise of the
Warrant. Such shares are referred to hereinafter as the "Registrable
Securities."
2. Until a Registration Statement has become effective under the
Securities Act with respect to any Registrable Securities, each certificate
representing such Registrable Securities, and all certificates and instruments
issued in transfer thereof, shall be endorsed with the following restrictive
legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO
THE DISTRIBUTION THEREOF, AND NEITHER SUCH SHARES NOR ANY INTEREST
THEREIN MAY BE SOLD, TRANSFERRED, ASSIGNED OR PLEDGED, EXCEPT IF
REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE BLUE SKY OR
SECURITIES LAWS OR EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION
REQUIREMENTS ARE AVAILABLE."
At such time as any Registrable Securities cease to be Registrable Securities
pursuant to Section 1, CXI shall, upon the request of any Stockholder with
respect to such securities, issue to such Stockholder a replacement certificate
without such legend in exchange for any certificate bearing such legend.
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3. If any of Danna's Registrable Securities are registered hereunder,
CXI shall furnish to such Stockholder, at CXI's expense, such number of copies
of the Registration Statement and each amendment and supplement thereto,
preliminary prospectus, final prospectus and such other documents as Xxxxx may
reasonably requests.
4. If any of Danna's Registrable Securities are registered hereunder,
CXI shall promptly, at CXI's expense, use its reasonable efforts to register or
qualify the Registrable Securities covered by the Registration Statement under
such state securities or blue sky laws of such jurisdictions as Xxxxx may
reasonably request, except that CXI shall not for any purpose be required to
execute a general consent to service of process or to qualify to do business as
a foreign corporation in any jurisdiction where it is not so qualified.
5. If Danna's Registrable Securities are registered hereunder, CXI
shall notify Xxxxx promptly after it shall receive notice thereof, of the date
and time when the Registration Statement and each post-effective amendment
thereto has become effective or a supplement to any prospectus forming a part of
the Registration Statement has been filed.
6. If Danna's Registrable Securities are registered hereunder, CXI
shall advise Xxxxx promptly after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the Securities Exchange Commission
(the "Commission") suspending the effectiveness of the Registration Statement or
the initiation or threatening of any proceeding for such purpose and promptly
use its best efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued.
7. If Danna's Registrable Securities are registered hereunder, (a) CXI
agrees to bear all Commission registration and filing fees, printing and mailing
expenses, NASD filing fees and expenses incurred by any person or entity in
connection therewith, fees, disbursements of counsel and accountants for CXI and
any underwriters, brokers and dealers and all expenses and fees incident to an
application for listing the shares of CXI Common Stock on the American Stock
Exchange, and (b) Xxxxx agrees to bear, pro rata (or as they may otherwise
agree), all fees and disbursements of counsel for Xxxxx and any discounts,
commissions and fees of any underwriters, brokers and dealers with respect to
the Registrable Securities sold in connection with such registration.
8. (a) CXI hereby agrees to indemnify and hold harmless Xxxxx from and
against, and agrees to reimburse Xxxxx with respect to, any and all claims,
actions (actual or threatened), demands, losses, damages, liabilities, costs and
expenses to which Xxxxx may become subject under the Securities Act or
otherwise, insofar as such claims, actions, demands, losses, damages,
liabilities, costs or expenses are caused by any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
any prospectus contained therein, or any amendment or supplement thereto, or are
caused by the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that CXI shall not be liable in any such case to
the extent that any such claim, action, demand, loss, damage, liability, cost or
expense is caused by an untrue statement or alleged untrue statement or omission
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or alleged omission so made in conformity with information furnished in writing
by Xxxxx for use in the preparation thereof.
(b) Xxxxx hereby agrees to indemnify and hold harmless CXI, its
officers, directors, legal counsel and accountants and each person or entity who
controls CXI within the meaning of the Securities Act, from and against, and
agrees to reimburse CXI, its officers, directors, legal counsel, accountants and
controlling persons or entities with respect to any and all claims, actions,
demands, losses, damages, liabilities, costs or expenses to which CXI, its
officers, directors, legal counsel, accountants or such controlling persons or
entities may become subject under the Securities Act or otherwise, insofar as
such claims, actions, demands, losses, damages, liabilities, costs or expenses
are caused by any untrue or alleged untrue statement of any material fact
contained in the Registration Statement, any prospectus contained therein or any
amendment or supplement thereto, or are caused by the omission or the alleged
omission to state therein a material required to be stated therein or necessary
to make the statements therein, in light of the circumstances in which they were
made, not misleading, in each case to the extent, but only to the extent that
such untrue statement or alleged untrue statement or omission or alleged
omission was so made in reliance upon and in conformity with information
furnished in writing by Xxxxx for use in the preparation thereof.
(c) If any claim shall be asserted against any person or entity (an
"Indemnified Person") for which such person or entity intends to seek
indemnification pursuant to Section 8(a) or (b) from the other party hereto (the
"Indemnifying Person"), as the case may be, such Indemnified Person shall give
prompt written notice to the Indemnifying Person of the nature of such claim,
but the failure to give such notice shall not relieve the Indemnifying Person of
its obligations under this Section 8 unless it has been prejudiced substantially
thereby. The Indemnifying Person shall have the right to conduct, at its
expense, through counsel of its own choosing, which counsel is approved by the
Indemnified Person (which approval may not be unreasonably withheld), the
defense of any such claim, and may compromise or settle such claims with the
prior consent of the Indemnified Person (which consent shall not be unreasonably
withheld); provided, that (i) if the Indemnifying Person does not elect to
conduct the defense of any such claim, the Indemnified Person may undertake to
conduct the defense of such claim and the Indemnifying Person shall be
responsible for the fees and disbursements of the Indemnified Person's legal
counsel in connection with such defense and (ii) if the person or entity that is
not conducting the defense desires to join in such defense, it may elect to do
so at its own cost by retaining legal counsel acceptable to the person or entity
conducting the defense (which acceptance shall not be unreasonably withheld).
9. The rights and privileges of this Registration Rights Agreement may
inure to the benefit of other stockholders of the Company; provided, that CXI's
obligations to any one or more such stockholders shall be subject to their
execution of an addendum or joinder agreement substantially similar in form and
content to this Agreement.
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10. THIS AGREEMENT SHALL BE CONSTRUED (BOTH AS TO VALIDITY AND
PERFORMANCE) AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY
WITHIN SUCH JURISDICTION
IN WITNESS WHEREOF, this Agreement has been duly executed by or on
behalf of each party hereto on the date set forth above.
COMMODORE APPLIED TECHNOLOGIES, INC.
By: ________________________________________
Xxxxxx X. Xxxxxx, Chief Executive Officer
By: ____________________________
Xx. Xxxxxx Xxxxx
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