EXHIBIT 10.57
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of the __
day of November 2000, is made and entered into among the individuals and
entities who are party signatories to this Agreement (individually referred to
as a "Holder" and collectively referred to as the "Holders"), and COMMODORE
APPLIED TECHNOLOGIES, Inc., a corporation incorporated under the laws of the
state of Delaware (the "Company").
WHEREAS, in connection with the issuance and sale of 12% secured
promissory notes of the Company to the Holders, pursuant to the terms of a
Securities Purchase Agreement, dated of even date (the "Purchase Agreement"),
Commodore Environmental Services, Inc., a corporation incorporated under the
laws of the state of Delaware ("COES") has agreed to issue and sell, for $.01
per share, up to 1,000,000 shares of common stock, $.001 par value per share of
the Company which are owned of record and beneficially by COES (hereinafter
collectively referred to as the "Stock" or the "Securities.") Such Securities
have been issued on the date hereof in the respective amounts as among the
Holders set forth on Schedule "A" annexed hereto; and
WHEREAS, all capitalized terms used herein which are not defined herein
shall have the same meaning as set forth in the Purchase Agreement.
NOW, THEREFORE, the parties hereto mutually agree as follows:
Section 1. Registrable Securities. As used herein the term "Registrable
Security" means the Stock; provided, however, that with respect to any
particular Registrable Security, such Stock shall cease to be a Registrable
Security when, as of the date of determination, (i) it has been effectively
registered under the Securities Act of 1933, as amended (the "1933 Act"), and
disposed of pursuant thereto, (ii) registration under the 1933 Act is no longer
required for the immediate public distribution of all of such securities held by
any holder thereof without limitation as a result of the provisions of Rule 144
promulgated under the 1933 Act or (iii) it has ceased to be outstanding. The
term "Registrable Securities" means any and/or all of the Stock falling within
the foregoing definition of a "Registrable Security." In the event of any
merger, reorganization, consolidation, recapitalization or other change in
corporate structure affecting the Common Stock, such adjustment shall be made in
the definition of "Registrable Security" as is appropriate in order to prevent
any diminution or enlargement of the rights granted pursuant to this Section 1.
Section 2. Restrictions on Transfer. The Holders acknowledge and understand
that, prior to the registration of the Securities as provided herein, the
Securities are "restricted securities" as defined in Rule 144 promulgated under
the 1933 Act. The Holders understand that no disposition or transfer of the
Securities may be made by the Holders in the absence of (i) an opinion of
counsel to the Holders that such transfer may be made without registration under
the 1933 Act or (ii) such registration.
Section 3. Registration Agreements.
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(a) Registration Rights. Not later than twenty (20) days following the
date of this Agreement, the Company shall prepare and file with the Securities
and Exchange Commission ("Commission"), a registration statement (on Form S-1 or
Form S-3 (if available) and in compliance with Rule 415 promulgated under the
0000 Xxx) which shall cover the Stock under the 1933 Act (the "Resale
Registration Statement"), at the sole expense of the Company (except as provided
in Section 3(a)(ii) hereof), in respect of all holders of Registrable
Securities, so as to permit a resale of the Registrable Securities under the
1933 Act. Subject to the provisions of Section 3(a)(iii), the Company shall use
its best efforts to cause the Resale Registration Statement to become effective
within ninety (90) days from the date of filing of such Resale Registration
Statement.
(i) The Company will maintain the effectiveness the Resale
Registration Statement or any post-effective amendment thereto filed under
Section 3(a) hereof current under the 1933 Act until the earlier of (A) the date
that all of the Registrable Securities have been sold pursuant to the Resale
Registration Statement, (B) the date the holders thereof receive an opinion of
counsel that all of the Registrable Securities may be sold under the provisions
of Rule 144 (without limitation) or (C) three (3) years after the Effective
Date. Notwithstanding the foregoing, the Company shall have the right in
connection with (x) any contemplated mergers, acquisitions or other business
combinations, or (y) any additional public offerings of its securities, to
suspend the effectiveness of such Resale Registration Statement or
post-effective amendment thereto, or otherwise notify the Holders of Registrable
Securities that such Resale Registration Statement is no longer current and may
not be used or delivered in connection with distributions of the Registrable
Securities (in either event, a "Blackout"). The length of any Blackout period
will not count for purposes of the time period set forth in this Section
3(a)(i)(C).
(ii) All fees, disbursements and out-of-pocket expenses and
costs incurred by the Company in connection with the preparation and filing of
the Resale Registration Statement and in complying with applicable securities
and Blue Sky laws (including, without limitation, all attorneys' fees, including
the reasonable fees and expenses of counsel to the Holder) shall be borne by the
Company. The Holder shall bear the cost of underwriting discounts and
commissions, if any, applicable to the Registrable Securities being registered.
The Company shall qualify any of the Securities for sale in such states as such
Holder reasonably designates and shall furnish indemnification in the manner
provided in Section 6 hereof. However, the Company shall not be required to
qualify any of the Securities for sale in any state which will require an escrow
or other restriction relating to the Company and/or the sellers. The Company at
its expense will supply the Holder with copies of the Resale Registration
Statement and the prospectus or offering circular included therein and other
related documents in such quantities as may be reasonably requested by such
Holder.
(iii) The Company shall not be required by this Section 3 to
include a Holder's Registrable Securities in any Resale Registration Statement
which is to be filed if, in the opinion of counsel for the Company, the proposed
offering or other transfer as to which such registration is requested is exempt
from applicable federal and state securities laws and would result in all
Investors or transferees obtaining securities which are not "restricted
securities", as defined in Rule 144 under the 0000 Xxx.
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(b) No provision contained herein shall preclude the Company
from selling securities pursuant to any Registration Statement in which it is
required to include Registrable Securities pursuant to Section 3(a).
(c) If at any time or from time to time after the effective
date of the Resale Registration Statement, the Company notifies the Holders in
writing of the existence of a Potential Material Event (as defined below), the
Holders shall not offer or sell any Registrable Securities or engage in any
other transaction involving or relating to Registrable Securities, from the time
of the giving of notice with respect to a Potential Material Event until such
Holder receives written notice from the Company that such Potential Material
Event either has been disclosed to the public or no longer constitutes a
Potential Material Event. A "Potential Material Event" means any of the
following: (A) the possession by the Company of material information not ripe
for disclosure in a registration statement; or (B) any material transaction,
engagement or activity by the Company which would be adversely affected by
disclosure in a registration statement at such time, that the Resale
Registration Statement would be materially misleading absent the inclusion of
such information. The Company will use its best efforts to disclose any such
Potential Material Event at the earliest possible time as determined by the
Company in good faith and with the advice of its counsel. The period of time
during which the Holders are precluded from selling any Securities as a result
of a Potential Material Event will not be counted for purposes of the time
period set forth in Section 3(a)(i)(C).
(d) The Company agrees that it shall declare the Resale
Registration Statement filed pursuant to this Section 3 effective within three
Business Days after being notified by the Commission that it may do so. The
Company also agrees that it shall promptly respond to any questions or comments
from the SEC relating to the Resale Registration Statement.
Section 4. Cooperation with Company. Holders will cooperate with the Company in
all respects in connection with this Agreement, including timely supplying all
information reasonably requested by the Company and executing and returning all
documents reasonably requested in connection with the registration and sale of
the Registrable Securities.
Section 5. Registration Procedures. If and whenever the Company is required by
any of the provisions of this Agreement to effect the registration of any of the
Registrable Securities under the 1933 Act, the Company shall (except as
otherwise provided in this Agreement), as expeditiously as possible:
(a) prepare and file with the Commission such amendments and
supplements to the Resale Registration Statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective for the time period specified in Section 3 hereof and to comply with
the provisions of the 1933 Act with respect to the sale or other disposition of
all securities covered by such registration statement whenever the Holder of
such securities shall desire to sell or otherwise dispose of the same (including
prospectus supplements with respect to the sales of securities from time to time
in connection with a registration statement pursuant to Rule 415 promulgated
under the Act);
(b) furnish to each Holder such numbers of copies of a summary
prospectus or other prospectus, including a preliminary prospectus or any
amendment or supplement to any prospectus, in conformity with the requirements
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of the Act, and such other documents, as such Holder may reasonably request in
order to facilitate the public sale or other disposition of the securities owned
by such Holder;
(c) register and qualify the securities covered by the Resale
Registration Statement under such other securities or blue sky laws of such
jurisdictions as the Holders shall reasonably request and do any and all other
acts and things which may be necessary or advisable to enable each Holder to
consummate the public sale or other disposition in such jurisdiction of the
securities owned by such Holder, except that the Company shall not for any such
purpose be required to qualify to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified or to file therein any general
consent to service of process;
(d) list such securities on the American Stock Exchange, Inc. ("Amex"),
Nasdaq National Market, NASDAQ Small Cap Stock Market, the New York Stock
Exchange, Inc., or other national securities exchange on which any securities of
the Company are then listed, if the listing of such securities is then permitted
under the rules of such exchange;
(e) notify each Holder of Registrable Securities covered by the Resale
Registration Statement, at any time when a prospectus relating thereto covered
by the Resale Registration Statement is required to be delivered under the 1933
Act, of the happening of any event of which it has knowledge as a result of
which the prospectus included in the Resale Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.
Section 6. Indemnification.
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(a) The Company agrees to indemnify and hold harmless the Holders, and
each officer, director or person, if any, who controls each Holder within the
meaning of the 1933 Act ("Distributing Holder") against any losses, claims,
damages or liabilities, joint or several (which shall, for all purposes of this
Agreement, include, but not be limited to, all costs of defense and
investigation and all attorneys' fees), to which the Distributing Holder may
become subject, under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Resale Registration Statement or
any related preliminary prospectus, final prospectus, offering circular,
notification or amendment or supplement thereto, or arise out of or are based
upon 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 the Company (i) will not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement, the Resale Registration
Statement, preliminary prospectus, final prospectus, offering circular,
notification or amendment or supplement thereto in reliance upon, and in
conformity with, written information furnished to the Company by the
Distributing Holder specifically for use in the preparation thereof, or (ii)
cannot pay any amounts paid in settlement of any loss, claim, damage or
liability if such settlement is effected without the consent of the Company,
which consent shall not be unreasonably withheld or delayed. This Section 6(a)
shall not inure to the benefit of any Distributing Holder with respect to any
person asserting such loss, claim, damage or liability who purchased the
Registrable Securities which are the subject thereof if the Distributing Holder
failed to send or give (in violation of the 1933 Act or the rules and
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regulations promulgated thereunder) a copy of the prospectus contained in such
Registration Statement or Resale Registration Statement, as the case may be, to
such person at or prior to the written confirmation of such person of the sale
of such Registrable Securities, where the Distributing Holder was obligated to
do so under the 1933 Act or the rules and regulations promulgated thereunder.
This indemnity provision will be in addition to any liability which the Company
may otherwise have.
(b) Each Distributing Holder agrees that it will indemnify and hold
harmless the Company, and each officer, director, or person, if any, who
controls the Company within the meaning of the 1933 Act, against any losses,
claims, damages or liabilities (which shall, for all purposes of this Agreement,
include, but not be limited to, all costs of defense and investigation and all
attorneys' fees) to which the Company or any such officer, director or
controlling person may become subject under the 1933 Act or otherwise, insofar
as such losses claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, the Resale
Registration Statement or any related preliminary prospectus, final prospectus,
offering circular, notification or amendment or supplement thereto, or arise out
of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but in each case only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in the Registration Statement, the Resale Registration Statement, preliminary
prospectus, final prospectus, offering circular, notification or amendment or
supplement thereto in reliance upon, and in conformity with, written information
furnished to the Company by such Distributing Holder specifically for use in the
preparation thereof. This indemnity provision will be in addition to any
liability which the Distributing Holder may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section 6
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve the indemnifying
party from any liability which it may have to any indemnified party otherwise
than as to the particular item as to which indemnification is then being sought
solely pursuant to this Section 6. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate in,
and, to the extent that it may wish, jointly with any other indemnifying party
similarly notified, assume the defense thereof, subject to the provisions herein
stated and after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party under this Section 6 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation, unless the
indemnifying party shall not pursue the action to its final conclusion. The
indemnified party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of
such counsel shall not be at the expense of the indemnifying party if the
indemnifying party has assumed the defense of the action with counsel reasonably
satisfactory to the indemnified party; provided that if the indemnified party is
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the Distributing Holder, the fees and expenses of such counsel shall be at the
expense of the indemnifying party if (i) the employment of such counsel has been
specifically authorized in writing by the indemnifying party, or (ii) the named
parties to any such action (including any impleaded parties) include both the
Distributing Holder and the indemnifying party and the Distributing Holder shall
have been advised by such counsel that there may be one or more legal defenses
available to the indemnifying party different from or in conflict with any legal
defenses which may be available to the Distributing Holder (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the Distributing Holder, it being understood, however, that the
indemnifying party shall, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable
fees and expenses of one separate firm of attorneys for the Distributing Holder,
which firm shall be designated in writing by the Distributing Holder). No
settlement of any action against an indemnified party shall be made without the
prior written consent of the indemnified party, which consent shall not be
unreasonably withheld.
Section 7. Contribution. In order to provide for just and equitable contribution
under the 1933 Act in any case in which (i) the indemnified party makes a claim
for indemnification pursuant to Section 6 hereof but is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction
and the expiration of time to appeal or the denial of the last right of appeal)
that such indemnification may not be enforced in such case notwithstanding the
fact that the express provisions of Section 6 hereof provide for indemnification
in such case, or (ii) contribution under the 1933 Act may be required on the
part of any indemnified party, then the Company and the applicable Distributing
Holder shall contribute to the aggregate losses, claims, damages or liabilities
to which they may be subject (which shall, for all purposes of this Agreement,
include, but not be limited to, all costs of defense and investigation and all
attorneys' fees), in either such case (after contribution from others) on the
basis of relative fault as well as any other relevant equitable considerations.
The relative fault 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 Company on the one hand or the applicable Distributing Holder on
the other hand, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Distributing Holder agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in this Section 7. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this Section 7
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
Section 8. Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
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deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a Business Day during normal business hours where such notice is to
be received), or the first Business Day following such delivery (if delivered
other than on a Business Day during normal business hours where such notice is
to be received) or (b) on the second Business Day following the date of mailing
by reputable courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:
If to the Company:
Commodore Applied Technologies, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: President
If to the Holders at the addresses set forth on Schedule A attached
hereto.
Any party hereto may from time to time change its address or facsimile
number for notices under this Section by giving at least ten (10) days' prior
written notice of such changed address or facsimile number to the other party
hereto.
Section 9. Assignment. This Agreement is binding upon and inures to the benefit
of the parties hereto and their respective heirs, successors and permitted
assigns. The rights granted the Holders under this Agreement shall not be
assigned without the written consent of the Company, which consent shall not be
unreasonably withheld. In the event of a transfer of the rights granted under
this Agreement, the Holder agrees that the Company may require that the
transferee comply with reasonable conditions as determined in the discretion of
the Company.
Section 10. Counterparts; Facsimile; Amendments. This Agreement may be executed
in multiple counterparts, each of which may be executed by less than all of the
parties and shall be deemed to be an original instrument which shall be
enforceable against the parties actually executing such counterparts and all of
which together shall constitute one and the same instrument. Except as otherwise
stated herein, in lieu of the original documents, a facsimile transmission or
copy of the original documents shall be as effective and enforceable as the
original. This Agreement may be amended only by a writing executed by all
parties.
Section 11. Termination of Registration Rights. The rights granted pursuant to
this Agreement shall terminate as to each Holder (and permitted transferees or
assignees) upon the occurrence of any of the following:
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(a) all Holder's Securities subject to this Agreement have been
registered and disposed of;
(b) all of such Holder's Securities subject to this Agreement may be
sold without such registration (or limitation) pursuant to Rule 144 promulgated
by the SEC pursuant to the Securities Act;
(c) all of such Holder's Securities subject to this Agreement can be
sold pursuant to Rule 144(k).
Section 12. Headings. The headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of
this Agreement.
Section 13. Governing Law: Venue; Jurisdiction. This Agreement will be construed
and enforced in accordance with and governed by the laws of the State of
Delaware, except for matters arising under the Act, without reference to
principles of conflicts of law. Each of the parties consents to the exclusive
jurisdiction of the U.S. District Court sitting in the Southern District of the
State of New York or the United States District Court sitting in Salt Lake City,
Utah in connection with any dispute arising under this Agreement and hereby
waives, to the maximum extent permitted by law, any objection, including any
objection based on forum non conveniens, to the bringing of any such proceeding
in such jurisdictions. Each party hereby agrees that if another party to this
Agreement obtains a judgment against it in such a proceeding, the party which
obtained such judgment may enforce same by summary judgment in the courts of any
country having jurisdiction over the party against whom such judgment was
obtained, and each party hereby waives any defenses available to it under local
law and agrees to the enforcement of such a judgment.
Section 14. Resolution of Disputes; Arbitration.
(a) Whenever a claim shall arise involving the interpretation or
application of this Agreement, the complaining party shall notify the other
party in writing within thirty (30) days of the complaining party's first
receipt of notice of, or the complaining party's obtaining actual knowledge of,
such claim, and in any event within such shorter period as may be necessary for
the other party to take appropriate action to resist such claim. Such notice
shall specify all facts known to the complaining party giving rise to such claim
or dispute and shall estimate (to the extent reasonably possible) the amount of
potential liability arising therefrom. If the other party shall be duly notified
of such dispute, the parties shall attempt to settle and compromise the same.
(b) In the event that any dispute involving the interpretation or
application of this Agreement which cannot be settled or compromised, as
aforesaid, within twenty (20) days of receipt of the subject claim, either the
complaining party or the other party shall promptly thereafter submit the
dispute for final and binding arbitration to JAMS or End-Dispute before a
three-person panel of arbitrators who shall be either (i) retired federal
judges, or (ii) other persons experienced in resolving commercial disputes and
who are acceptable to both the complaining party and the other party to such
dispute (the"Arbitration"). Any such Arbitration shall be held in New York, New
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York. The panel of arbitrators shall be selected within twenty (20) days of
submission of such dispute to Arbitration. The parties shall use their
collective best efforts to promptly schedule and conduct the hearings before
such arbitrators, with a view toward concluding such arbitration proceedings not
later than thirty (30) days from the first submission of the dispute to
arbitration. In addition to, and not in lieu of, arbitration as a means of
dispute resolution hereunder, any party hereto shall have the right to seek
specific enforcement of this Agreement, or other injunctive or equitable relief
or remedy before any court of competent jurisdiction.
(c) In connection with any Arbitration pursuant to this Section 14, the
arbitrators shall, as part of their award, allocate the fee of the Arbitration,
including all fees of the arbitrators, the cost of any transcripts, and the
parties' reasonable attorneys' fees, based upon and taking into account the
arbitrators' determination of the merits and good faith of the parties' claims
and defenses in the subject proceeding.
(d) The decision and award of the arbitrators shall be final and
binding upon the parties hereto and shall be enforceable in any court of
competent jurisdiction, including any federal or state court in the States of
Utah, Delaware, New York or Colorado. Any process or other papers hereunder may
be served by registered or certified mail, return receipt requested, or by
personal service, provided that a reasonable time for appearance or response is
allowed.
(e) Any rights established by reason of such settlement, compromise,
arbitration or litigation shall promptly thereafter be satisfied by the losing
party in such amount as shall be necessary to satisfy all applicable losses or
damages sustained or incurred by the complaining party, as determined in
accordance with such settlement and compromise, or by final nonappealable order
or judgment of the applicable judicial or arbitration panel.
(f) In connection with the defense of any third party claims for which
claims for indemnification have been made hereunder, each party will provide
reasonable access to its and the Company's books and records as and to the
extent required for the proper defense of such third party claim. Neither party
shall consent to any settlement or purport to bind any other party to any
settlement without the written consent of the other party.
(g) Notwithstanding anything to the contrary set forth above, in the
event and to the extent that the complaining party shall believe that such party
shall then have no adequate remedy at law, the complaining party shall have the
right, in addition to and not in lieu of the right to obtain compensatory or
other monetary relief, to seek and obtain injunctive relief, specific
performance or such other equitable remedies as any court of competent
jurisdiction shall deem appropriate in the circumstances
Section 15. Severability. If any provision of this Agreement shall for any
reason be held invalid or unenforceable, such invalidity or unenforceablity
shall not affect any other provision hereof and this Agreement shall be
construed as if such invalid or unenforceable provision had never been contained
herein.
Section 16. Capitalized Terms. All capitalized terms not otherwise defined
herein shall have the meaning assigned to them in the Purchase Agreement.
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Section 17. Entire Agreement. This Agreement, together with all documents
referenced herein, embody the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
prior oral or written agreements and understandings relating to the subject
matter hereof. No statement, representation, warranty, covenant or agreement of
any kind not expressly set forth in this Agreement shall affect, or be used to
interpret, change or restrict, the express terms and provisions of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed, on the day and year first above written.
COMMODORE APPLIED TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx, Chairman, Chief
Executive Officer and President
Holders:
XXXXXXX ASSOCIATES
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X Xxxxxxxxx, General Partner
KLASS PARTNERS, LTD.
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, President
/s/ Xxx Xxxx Xxxxxxxxx
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Xxx xxx Xxxxxxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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Schedule 1
INVESTORS
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Number of Shares of the
Name and Address: Stock to be Registered:
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Xxxxxxx Associates
000 Xxxxxxx Xxxx 000,000
Xxxxxx, XX 00000
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Klass Partners, Ltd.
000 Xxxxxx Xxxxxx 000,000
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
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Xxx Xxxx Xxxxxxxxx
000 Xxxx 00xx Xxxxxx 150,000
Xxx Xxxx, Xxx Xxxx 00000
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Xxxxxxx X. Xxxxx
000 Xxxx Xxxxxx, 00xx Floor 50,000
Xxx Xxxx, XX 00000
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Total . . . . 1,000,000
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