AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of December 7, 1998 (this "Amendment"), to
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the Registration Rights Agreement, dated as of May 8, 1998 (the "Registration
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Rights Agree ment"), between BriteSmile, Inc. (formerly Ion Laser Technology,
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Inc.), a Utah corporation (the "Company"), and LCO Investments Limited, a
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company organized under the laws of Guernsey, Channel Islands ("LCO").
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W I T N E S S E T H:
WHEREAS, simultaneous with the execution and delivery of this
Amendment, the Company and LCO are entering into that certain Stock Purchase
Agreement, dated as of the date hereof (the "Stock Purchase Agreement"),
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pursuant to which LCO agrees to purchase, subject to the terms and conditions
stated therein, 9,302,326 shares of the Company's Common Stock, par value $.001
per share (the "New Shares"); and
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WHEREAS, the Company and LCO desire that LCO shall be entitled to all
of the benefits of the Registration Rights Agreement with respect to the New
Shares;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:
ARTICLE I
Amendments to the Agreement
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1.1 Amendment to Section 1. Section 1 of the Registration Rights
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Agreement is amended to add the following sentence to the end thereof:
"LCO's rights under this Section 1 shall be exercisable with respect
to all of the shares of Common Stock of the Company purchased by LCO
pursuant to the Stock Purchase Agreement, dated as of December 2,
1998, between the Company and LCO and any additional shares of Common
Stock
which the Company and LCO may hereafter agree in writing shall be
entitled to the benefits hereof (collectively, the "Additional
Shares"), and the Additional Shares shall be "Registrable Securities"
for all purposes of this Agreement."
1.2 Amendment to Section 2. Section 2 of the Registration Rights
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Agreement is amended to insert after the words "shares of the Company's Common
Stock then owned by Holder" the following words:
", including any Additional Shares".
ARTICLE II
Miscellaneous
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2.1 Definitions. Capitalized terms used in this Amendment and not
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defined herein shall have the respective meanings ascribed to them in the
Registration Rights Agreement.
2.2 Entire Agreement; Restatement. Other than as amended by Article 1
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above, the Registration Rights Agreement shall remain in full force and effect
unaffected hereby. The Registration Rights Agreement, as amended by this
Amendment, is hereinafter referred to as the "Agreement", and the parties hereto
hereby agree that the Agreement may be restated to reflect the amendments
provided for in this Amendment.
2.3 GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE MADE IN, AND IN
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ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE
WITH THE LAWS OF THE STATE OF UTAH, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW
PROVISIONS THEREOF.
2.4 Counterparts. This Amendment may be executed in any number of
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counterparts, each such counterpart being deemed an original instrument, and all
such counterparts shall together constitute the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed or caused this
Amendment to be executed as of the date first written above.
BRITESMILE, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President
LCO INVESTMENTS LIMITED
By: /s/ Xxxxxxx X.X. Xxxx
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Name: Xxxxxxx C.M. Yong
Title: Director
