EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (the "Agreement") is made and entered into as of this 15th day of February, 2005 by and among Caprius, Inc., a Delaware corporation (the...Registration Rights Agreement • February 18th, 2005 • Caprius Inc • Misc industrial & commercial machinery & equipment • New York
RECITALSPurchase Agreement • February 18th, 2005 • Caprius Inc • Misc industrial & commercial machinery & equipment • New York
WITNESSETH:Exchange Agreement • February 18th, 2005 • Caprius Inc • Misc industrial & commercial machinery & equipment • New York
January 11, 2005 Caprius, Inc. 1 Parker Plaza Fort Lee, NJ 07024 Attention: George Aaron, Chief Executive Officer RE: FINANCIAL ADVISORY AGREEMENT Dear George: Laidlaw & Co. (UK) Ltd. ("Laidlaw") is pleased to act as the non- exclusive placement agent...Financial Advisory Agreement • February 18th, 2005 • Caprius Inc • Misc industrial & commercial machinery & equipment • New York
CAPRIUS, INC.Common Stock Purchase Warrant Agreement • February 18th, 2005 • Caprius Inc • Misc industrial & commercial machinery & equipment • New York
EXHIBIT 10.6.2 [LETTERHEAD OF LAIDLAW & COMPANY] February 9, 2005 Caprius, Inc. 1 Parker Plaza Fort Lee, NJ 07024 Attention: George Aaron, Chief Executive Office RE: FINANCIAL ADVISORY AGREEMENT Dear George: This letter is written to amend the...Financial Advisory Agreement • February 18th, 2005 • Caprius Inc • Misc industrial & commercial machinery & equipment
This letter is written to amend the Financial Advisory Agreement entered into on January 11, 2005. With regard to paragraph 1, The Offering, the amount of capital to be raised shall be increased to a maximum of $4.5 million. With regard to paragraph 2 and 2(b), Fees and Expenses, the cash fee will be reduced to 8% of the gross proceeds received and the amount of warrants payable will increase to l.5 million warrants at an exercise price of $0.28. With regard to paragraph 2 (a) legal fees will be capped at $15,000. With regard to paragraph 3 (c) Laidlaw waives its right to name two members to the Board of Directors.
WITNESSETH:Amendment and Conversion Agreement • February 18th, 2005 • Caprius Inc • Misc industrial & commercial machinery & equipment • New York
EXHIBIT 4.4 February ___, 2005 Special Situations Fund III, L.P. 153 E. 53rd Street 55th Floor New York, NY 10022 Re: Caprius, Inc. Ladies and Gentlemen: The undersigned understands that you and certain of your Affiliates (collectively, the...Purchase Agreement • February 18th, 2005 • Caprius Inc • Misc industrial & commercial machinery & equipment
The undersigned understands that you and certain of your Affiliates (collectively, the "Purchaser"), propose to enter into a Purchase Agreement (the "Purchase Agreement") with Caprius, Inc., a Delaware corporation (the "Company"), providing for the purchase and sale of (i) 45,000 shares (the "Shares") of the Company's Series C Mandatory Convertible Preferred Stock, stated value $100 per share, (ii) Series A warrants to purchase an aggregate of 9,310,344 shares of common stock, par value $0.01 per share, of the Company (together with any securities into which the common stock may be reclassified, the "Common Stock") (the "Series A Warrants"), and (iii) Series B warrants to purchase an aggregate of 3,103,448 shares of Common Stock, in reliance upon the exemption from securities registration afforded by the provisions of Regulation D, as promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended. Capitalized terms used herein have t
