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EXHIBIT 4.48
XXXX X. XXXXXXXX
0000 Xxxxxx xx xxx Xxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
September 20, 1996
Pollution Research and Control Corp.
000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Re: Purchase of Stock and Warrants
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Gentlemen:
This will confirm the agreement between Pollution Research and Control
Corp., a California corporation (the "Company"), and Xxxx X. Xxxxxxxx, an
individual ("Xxxxxxxx"), with respect to the purchase by Xxxxxxxx of common
stock and stock purchase warrants from the Company. In consideration for
$300,000 cash, paid by Xxxxxxxx to the Company, the Company shall issue and
deliver 350,000 shares of common stock (the "Shares") and warrants to purchase
300,000 shares of common stock at a price of $1.50 per share for a period of
three years (the "Warrants"). The number of shares purchasable upon exercise of
the Warrants (the "Warrant Shares") shall be adjusted to give effect to stock
splits, stock dividends, combinations, reclassifications and similar changes
affecting the outstanding common stock.
The Company shall as soon as possible file a registration statement on
Form S-3 under the Securities Act of 1933, as amended, (the "Act"), to register
the Shares and the Warrant Shares and the Company shall use its best efforts to
cause such registration statement to be declared effective as soon as possible
and to maintain the effectiveness of said registration statement for a period of
three years from its effective date.
The Company shall pay all expenses, other than Xxxxxxxx'x brokerage
commissions or transfer taxes, relating to the registration of the Shares and
the Warrant Shares. The Company agrees to indemnify and hold harmless Xxxxxxxx
against any and all loss, liability, claim, damage and expense whatsoever, as
incurred, to which Xxxxxxxx may become subject under the Act or otherwise that
arises out of or is based upon any untrue statement or alleged untrue statement
of a material fact contained in any registration statement relating to the
Shares and the Warrant Shares or any
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September 20, 1996
Pollution Research Control
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amendment thereto, or 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, except to the extent that any such untrue statement or
alleged untrue statement or omission or alleged omission is made in reliance
upon and in conformity with written information furnished to the Company by
Xxxxxxxx expressly for use in such registration statement or any amendment
thereto.
The Company represents and warrants that (i) the Shares and the Warrant
Shares, when issued and paid for, shall be duly authorized, validly issued,
fully paid and nonassessable, and (ii) this agreement has been duly authorized
by all necessary corporate action and is the valid and binding agreement of the
Company, enforceable in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, or similar laws
affecting creditors rights generally or by the principles governing the
availability of equitable remedies.
If this letter sets forth our understanding, please execute below and
this letter will become a valid and binding agreement between us.
/s/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
Agreed this 20th day of September, 1996
POLLUTION RESEARCH AND CONTROL CORP.
By: /s/ XXXXXX X. XXXXXXXX, XX.
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Xxxxxx X. Xxxxxxxx, Xx.,
President
