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EX. 4.5
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT is made and entered into on January 22, 1999, by and
between Sabratek Corporation, a Delaware corporation (the "Company"), and the
holders the ("Unitron Shareholders")of common stock, options and warrants of
Unitron Medical Communications, Inc., a Florida corporation ("Unitron"), who are
signatories hereto.
The Company, Unitron and certain equity holders of Unitron are parties
to that certain Stock Option Agreement of even date herewith (the "Option
Agreement") whereby (a) the Company has obtained the right to purchase all of
the equity interests in Unitron, (b) the Unitron equity holders obtained from
the Company the right to require the Company to purchase all of their equity
interests in Unitron and (c) the Company may, at its election, acquire all of
the assets and assume the liabilities of Unitron as provided in the Option
Agreement in lieu of the equity of Unitron, in each case subject to and in
accordance with the terms of the Option Agreement.
The issuance of Sabratek common stock and the related preferred share
purchase rights ("Common Stock") to the Unitron Shareholders pursuant to the
Option Agreement will not be registered under the Securities Act of 1933, as
amended (the "Securities Act"), in reliance upon the exemption provided by
Section 4(2) thereof and Rule 506 of Regulation D promulgated under the
Securities Act. In order to induce the Unitron Shareholders to enter into the
Option Agreement, the Company has agreed to provide the registration rights set
forth in this Agreement. Unless otherwise provided in this Agreement,
capitalized terms used herein shall have the meanings set forth in the Option
Agreement, other than the capitalized terms defined in paragraph 9 hereof.
The parties hereto agree as follows:
1. Shelf Registration.
(a) Upon the exercise of the Call Option or the Put Option, as the case
may be, pursuant to the Option Agreement, the Company will use its best efforts
to register under the Securities Act (prior to the date which is 20 days after
the consummation of the closing of the Call Option or the Put Option as the case
may be) the resale by the Unitron Shareholders of any or all Registrable
Securities in a delayed or continuous offering to the extent permitted by Rule
415 (or any successor rule thereto) promulgated under the Securities Act (the
"Shelf Registration"), subject to paragraph (f) below. Such a Registration
Statement shall be on Form S-3 (or any successor form to Form S-3) or another
appropriate form permitting registration of such Registrable Securities for
resale by the Unitron Shareholders in the manner or manners designated in
writing to the Company by them (including, without limitation, one or more
underwritten offerings). In the event the registration of a delayed or
continuous offering is not permitted under the Securities Act, the Company will
provide comparable alternative registration rights under the Securities Act to
the holders of Registrable Securities.
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(b) The Company shall use its reasonable best efforts (i) to cause the
Shelf Registration to be declared effective as promptly as practical after its
filing and (ii) to keep the Shelf Registration continuously effective under the
Securities Act from the initial effectiveness thereof until the earliest to
occur of (A) the date when all Registrable Securities registered under the Shelf
Registration have been sold in the manner set forth and as contemplated in the
Shelf Registration or (B) the date when all remaining Registrable Securities are
freely transferable in the open market without limitations as to volume and
without being required to file any forms or reports with the Securities and
Exchange Commission ("SEC") under the Securities Act or the rules and
regulations thereunder by persons other than affiliates of the Company or (C)
the date which is two years (or such other period specified by Rule 144(k)
promulgated under the Securities Act or any successor rule thereto) after the
Closing Date (such period being referred to herein as the "Effectiveness
Period").
(c) If the registration statement relating to the Shelf Registration
ceases to be effective for any reason at any time during the Effectiveness
Period, the Company shall use its reasonable best efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof, and in any event
shall within 30 days of such cessation of effectiveness amend such registration
statement in a manner reasonably expected to obtain the withdrawal of the order
suspending the effectiveness thereof, or file an additional registration
statement covering all of the Registrable Securities for an offering to be made
by the holders on a delayed or continuous basis as permitted by the rules and
regulations under the Securities Act. In the event the registration of a delayed
or continuous offering is not permitted under the Securities Act, the Company
will provide alternative registration rights under the Securities Act to the
holders of Registrable Securities. If an additional registration statement is
filed, the Company shall use its reasonable best efforts to cause such
registration statement to be declared effective as soon as practicable after
such filing and to keep such registration statement continuously effective for
the remainder of the Effectiveness Period.
(d) The Company shall pay for all Registration Expenses associated with
a Shelf Registration as set forth in paragraph 5 hereof.
(e) The holders of a majority of the Registrable Securities initially
included in the Shelf Registration shall have the right to select the investment
banker(s) and manager(s), if any, to administer any underwritten offering
pursuant to the Shelf Registration, subject to the Company's approval of such
person(s), which approval shall not be unreasonably withheld.
(f) The Company shall be entitled to postpone for a reasonable time,
not exceeding 20 days, the filing of the Shelf Registration or its efforts to
cause the Shelf Registration to become effective if at the time the right to
delay is exercised the Company shall determine in good faith that such offering
would interfere in any material respect with any material acquisition, financing
or other transaction which the Company is actively pursuing or require premature
disclosure (if the Company is so advised by its legal counsel) of any other
material
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corporate development, which disclosure would adversely affect the interests of
the Company in any material respect; provided that this delay right may be
utilized by the Company only once.
(g) The Company by notice to the holders of Registrable Securities may
postpone all sales under such effective Shelf Registration for a reasonable
time, not exceeding 45 days (provided that (x) the Company may not implement
more than two such postponements in any 12 month period and (y) all
postponements under this paragraph in any 12-month period shall not exceed 60
days), if the Company shall determine in good faith that permitting such sales
would interfere in any material respect with any material acquisition, financing
other transaction which the Company is actively pursuing or require premature
disclosure (if the Company is so advised by its legal counsel) of any other
material corporate development, which disclosure would adversely affect the
interests of the Company in any material respect.
2. Piggyback Registration.
(a) In the event that the Company intends to register at any time an
underwritten offering of Common Stock by the Company and/or stockholders of the
Company, the Company shall offer the Unitron Shareholders the right to include
any or all of their Registrable Securities in such registered offering (a
"Piggyback Notice"). The Company shall include in such registration (a
"Piggyback Registration") all Registrable Securities with respect to which the
Company has received written requests for inclusion therein within 10 days after
delivery of the Piggyback Notice. In the event of a Piggyback Registration, the
Company shall process to effectiveness such registration as promptly as
practicable, subject to the provisions of paragraph 2(g).
(b) In any underwritten Piggyback Registration, each holder of
Registrable Securities who has elected to participate pursuant to paragraph 2(a)
must agree to sell such holder's Registrable Securities on the same basis
provided in the underwriting arrangements approved by the Company and to timely
complete and execute all questionnaires, powers of attorney, indemnities,
holdback agreements, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements or by the SEC.
(c) If the managing underwriter(s) for a Piggyback Registration advise
the Company in writing that in their opinion the number of Registrable
Securities and other securities, if any, requested to be included in such
offering exceeds the number of Registrable Securities and other securities, if
any, which can be sold in an orderly manner in such offering without adversely
affecting the marketability of the offering, the Company shall include in such
registration (i) first, the securities the Company proposes to sell, and (ii)
second, the Registrable Securities and other securities, if any, requested to be
included in such offering, pro rata among the holders of such Registrable
Securities and other securities, if any, on the basis of the number of shares
requested to be included by each such holder.
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(d) The Company shall have the right to select the investment banker(s)
and manager(s) to administer any Piggyback Registration.
(e) The Company shall pay for all Registration Expenses associated with
a Piggyback Registration as set forth in paragraph 5 hereof.
(f) A holder who has given notice to the Company under paragraph 2(a)
requesting inclusion of any Registrable Securities shall have the right to
withdraw its Registrable Securities from the Piggyback Registration, but only
during the time period and on terms agreed upon among the underwriters for such
underwritten offering and the other holders who wish to continue to register
securities under such Piggyback Registration.
(g) Notwithstanding the foregoing, the Company shall, on written notice
to the holders who have given notice to the Company under paragraph 2(a), have
the right to withdraw any registration statement filed pursuant to this
paragraph 2 for a Piggyback Registration at any time prior to the effective date
thereof.
3. Holdback Agreements.
(a) The Company shall have the right to require that each holder of
Registrable Securities who holds at the time of the request one-half of 1
percent or more of the capital stock of the Company shall not effect any public
sale or distribution (including sales pursuant to the Shelf Registration or
pursuant to Rule 144) of common stock of the Company during the ten business
days prior to, and the 90-day period beginning on, the effective date of the
registration under the Securities Act of any underwritten offering of Common
Stock for cash by the Company (or such an offering by the Company and
stockholders of the Company), if the managing underwriter(s) for the public
offering so request. In order to exercise its rights under this paragraph 3(a),
the Company shall provide such holders of Registrable Securities (i) the right
to participate in such underwritten offering as provided in paragraph 2 and (ii)
written notice of the estimated effective date of any such registration at least
ten business days prior to such effectiveness. The restrictions of this
paragraph 3(a) shall apply whether or not such holder of Registrable Securities
elects to participate on a Piggyback Registration or is able to include in such
Piggyback Registration all Registrable Securities desired to be so included. The
Company shall be entitled to exercise its rights under this paragraph 3(a) not
more than twice during any calendar year.
(b) The Company shall not effect any public sale or distribution of its
common stock, or any securities convertible into or exchangeable or exercisable
for such securities, during the ten business days prior to and during the 90-day
period beginning on the effective date of any underwritten Piggyback
Registration (except as part of such underwritten registration or an Exempt
Registration), unless the managing underwriter(s) for the Piggyback Registration
otherwise agree.
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(c) Each holder of Registrable Securities shall not effect any public
sale or distribution (including sales pursuant to the Shelf Registration or
pursuant to Rule 144) of common stock of the Company until such time as the
Company has prepared and filed ifnecessary and delivered to such holder a
supplement or amendment to the Shelf Registration or the related prospectus as
contemplated by Section 4(e).
4. Registration Procedures. Whenever any Registrable Securities are
required to be registered pursuant to this Agreement, the Company shall use its
reasonable best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition
thereof, and pursuant thereto the Company shall as expeditiously as possible:
(a) prepare and file with the SEC a registration statement with respect
to such Registrable Securities and use its reasonable best efforts to cause such
registration statement to become effective as promptly as practicable after such
filing (provided that before filing a registration statement or prospectus or
any amendments or supplements thereto, the Company shall furnish to the counsel
selected by the holders of a majority of the Registrable Securities covered by
such registration statement copies of all such documents proposed to be filed);
(b) notify each holder of Registrable Securities of the effectiveness
of each registration statement filed hereunder and prepare and file with the SEC
such amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective for the period of time set forth in paragraph
1, as applicable, and to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of
copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(d) use its reasonable best efforts to register or qualify such
Registrable Securities under the securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller (provided that the Company shall not be required
to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (ii) subject itself
to taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction);
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(e) promptly notify each seller of such Registrable Securities, at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the existence of facts or the happening of any event (without
necessarily identifying such facts or event to such sellers) as a result of
which the prospectus included in such registration statement contains an untrue
statement of a material fact or omits any fact necessary to make the statements
therein not misleading, and the Company shall prepare a supplement or amendment
to such prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not contain an untrue statement of
a material fact or omit to state any fact necessary to make the statements
therein not misleading;
(f) cause all such Registrable Securities to be listed or quoted for
trading on each securities exchange on which similar securities issued by the
Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the holders of
a majority of the Registrable Securities being sold or the underwriters
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities in any underwritten offering of Registrable Securities;
(i) make available for reasonable inspection by any seller of
Registrable Securities, any underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
agent retained by any such seller or underwriter, such financial and other
records, corporate documents and properties of the Company as are customarily
made available to such persons on a confidential basis by the issuer in
connection with a registered public offering of securities similar to the
Registrable Securities, and cause the Company's officers, directors, employees
and independent accountants to supply all information reasonably requested by
any such seller, underwriter, attorney, accountant or agent in connection with
such registration statement; and
(j) otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC, and make available to its security holders, as soon
as reasonably practicable, an earnings statement covering the period of at least
twelve months beginning with the first day of the Company's first full calendar
quarter after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder.
5. Registration Expenses.
(a) All expenses incident to the Company's performance of or compliance
with this Agreement, including without limitation all registration and filing
fees, fees and expenses of compliance with securities or blue sky laws, printing
expenses, messenger and delivery expenses,
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fees and disbursements of custodians, and fees and disbursements of counsel for
the Company and all independent certified public accountants, underwriters
(excluding discounts and commissions) and other persons retained by the Company
(all such expenses being herein called "Registration Expenses"), shall be borne
as provided in this Agreement, except that the Company shall, in any event, pay
its internal expenses (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the
expense of any annual audit or quarterly review, the expense of any liability
insurance and the expenses and fees for listing the securities to be registered
on each securities exchange on which similar securities issued by the Company
are then listed or quoted for trading.
(b) In connection with the Shelf Registration or any other registration
statement in lieu thereof and any amendment to either of such as contemplated by
this Agreement, the Company shall reimburse the holders of Registrable
Securities included in such registration for the reasonable fees (not exceeding
$25,000 for such registration) and disbursements of Xxxxxxxx, Loop & Xxxxxxxx,
LLP or one other counsel chosen by the holders of a majority of the Registrable
Securities included in such registration.
6. Indemnification.
(a) The Company agrees to indemnify each holder of Registrable
Securities, its officers and directors and each Person who controls such holder
(within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses caused by (i) any untrue or alleged untrue statement of
material fact contained in any registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto; (ii) any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, except insofar as the same are
caused by or contained in any information furnished in writing to the Company by
such holder expressly for use therein or by such holder's failure to deliver a
copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such holder with a
sufficient number of copies of the same; or (iii) any violation or alleged
violation by the Company of the Securities Act, the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or any other federal or state securities
law, rule or regulation in connection with the registration of the resale of the
Registrable Securities as contemplated by this Agreement, except insofar as the
same is caused by or results from any information furnished in writing to the
Company by any such holder expressly for use therein or from a failure by any
such holder to deliver a copy of the registration statement or prospectus or any
amendments or supplements thereto after the Company has furnished any such
holder with a sufficient number of copies of the same. In connection with an
underwritten offering, the Company shall indemnify such underwriters, their
officers and directors and each Person who controls such underwriters (within
the meaning of the Securities Act) to the same extent as provided above with
respect to the indemnification of the holders of Registrable Securities.
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(b) In connection with any registration statement in which a holder of
Registrable Securities is participating, each such holder shall furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and shall indemnify the Company, its directors and officers and each
Person who controls the Company (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses resulting from any
untrue or alleged untrue statement of fact contained in the registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a fact required to be
stated therein or necessary to make the statements therein not misleading, but
only to the extent the same are caused by or contained in any information
furnished in writing to the Company by such holder expressly for use therein or
by such holder's failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto after the Company has
furnished such holder with a sufficient number of copies of the same.
(c) Any Person entitled to indemnification hereunder shall (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. The failure to so notify the indemnifying
party shall not relieve the indemnifying party from any liability hereunder with
respect to the action, except to the extent that such failure prevents the
indemnifying party from contesting such action or otherwise prejudices the
indemnifying party; provided that any such failure shall not relieve the
indemnifying party from any other liability which it may have to any other
person. If the indemnifying party gives notice to such indemnified party of its
election to assume and control the defense of such claim, the indemnifying party
will not be liable to such indemnified party for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense or
investigation of the action unless the indemnified party shall have given the
indemnifying party notice of a conflict of interest between the indemnified
party and indemnifying party with respect to such claim. The failure of an
indemnifying party to give notice to the indemnified party of its election to
assume and control the defense of any action for which notice has been given to
the indemnifying party in accordance with this paragraph within 30 days after
receipt of such notice shall constitute an election by the indemnifying party
not to assume and control the defense of such action. An indemnifying party who
is not entitled to, or elects not to, assume the defense of a claim shall not be
obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with
respect to such claim, in which event the indemnifying party shall be obligated
to pay the fees and expenses of one separate counsel for such indemnified
parties. No indemnified party shall consent to the entry of any judgment or
enter into any settlement with respect to a claim for which indemnification may
be sought without the prior written consent of the indemnifying party.
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(d) The indemnification provided for under this Agreement shall remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such
indemnified party and shall survive the transfer of securities. The Company also
agrees to make such provisions, as are reasonably requested by any indemnified
party, for contribution to such party in the event the Company's indemnification
is unavailable for any reason.
7. Participation in Underwritten Registrations, Sale and Other
Information. No Unitron Shareholder may participate in any registration
hereunder which is underwritten unless such person (i) agrees to sell such
person's securities on the basis provided in any underwriting arrangements
approved by the person or persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements. Upon the request of
the Company, each Unitron Shareholder shall provide to the Company such
information regarding its ownership of Common Stock, relationships with the
Company and intended method(s) of distribution, as are reasonably requested by
the Company in connection with the preparation of any Registration Agreement
pursuant to this Agreement. Promptly following any sale or other transfer of any
Registrable Securities covered by the Shelf Registration, the person selling or
transferring such securities shall promptly notify the Company in writing
thereof, which notice shall specify the amount of securities involved and the
market, if any, on which such sale or transfer occurred.
8. Rule 144 Information. With a view to making available the benefits
of Rule 144 under the Securities Act or a successor provision to the holders of
Registrable Securities, the Company agrees to use its best efforts to file with
the Commission for a period of two years subsequent to the date of this
Agreement (or such lesser period of time specified by Rule 145(k) under the
Securities Act) in a timely manner (taking into account any extensions of filing
deadlines) all reports required to be filed by the Company under the Exchange
Act.
9. Definitions.
(a) "Exempt Registration" means any registration of securities by the
Company under the Securities Act pursuant to a (i) Registration Statement on a
Form S-8 (or any successor thereto), (ii) Registration Statement on Form S-4
covering solely securities issued in connection with a business combination or
other transaction specified in Rule 145(a) under the Securities Act, or (iii)
Registration Statement on Form S-3 covering solely securities issued under a
dividend reinvestment program.
(b) "Registrable Securities" means (i) any Sabratek common stock issued
upon exercise of the Call Option or the Put Option, as the case may be, pursuant
to the Option Agreement, (ii) any Sabratek common stock issued in connection
with a merger of consolidation of Unitron and Sabratek (or a wholly owned
subsidiary of Sabratek) in which the outstanding common stock of Unitron is
converted into common stock of Sabratek, or (iii) any Sabratek
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common stock issued or issuable with respect to the outstanding Sabratek common
stock by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when (A) they have been distributed to
the public pursuant to a offering registered under the Securities Act; (B) sold
to the public through a broker, dealer or market maker in compliance with Rule
144 under the Securities Act (or any similar rule then in force); or (C)
repurchased by the Company or any subsidiary of the Company.
10. Miscellaneous.
(a) No Inconsistent Agreements. The Company shall not hereafter enter
into any agreement with respect to its securities which is inconsistent with or
violates the rights granted to the holders of Registrable Securities in this
Agreement.
(b) Adjustments Affecting Registrable Securities. The Company shall not
take any action, or permit any change to occur, with respect to its securities
which would materially and adversely affect the ability of the holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement or which would materially and adversely
affect the marketability of such Registrable Securities in any such registration
(including, without limitation, effecting a stock split or a combination of
shares).
(c) Remedies. Any Person having rights under any provision of this
Agreement shall be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or other security) for specific performance and for other injunctive
relief in order to enforce or prevent violation of the provisions of this
Agreement.
(d) Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may be amended or waived only upon the prior
written consent of the Company and holders of more than 50% of the Registrable
Securities.
(e) Successors and Assigns. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities, provided that
prior to any transfer of Registrable Securities the holder thereof shall obtain
the written acknowledgment and agreement of the transferee to be bound by the
terms of this Agreement.
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(f) Severability. If any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction or as a result
of legislative or administrative action, such holding or action shall be
strictly construed and shall not affect the validity of or affect any other
provision of this Agreement.
(g) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. A facsimile copy of this Agreement and any
signatures hereon shall be considered as originals for all purposes.
(h) Notices. All notices and other communications must be in writing
and shall be deemed given on the date delivered if delivered in person or by
facsimile or by overnight courier, or on the third business day after mailing if
mailed by registered or certified mail, postage pre-paid, return receipt
requested, to the persons at the addresses set forth below (or such other
address for a party as shall be specified by like notice):
If to the Company: Sabratek Corporation
0000 X. Xx. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Chief Financial Officer
with a copy to: Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
If to the Unitron Shareholders: To the address set forth on the
signature page affixed hereto for
each such Unitron Shareholder
with a copy to: Unitron Medical Communications, Inc.
00000 X.X. Xxxxxxx 00 Xxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Chief Executive Officer
and to: Xxxxxxx Xxxxxxx Xxxx Xxxxx
Xxxxxx & Xxxxx, P.A.
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
and to: Xxxxxxxx, Xxxx & Xxxxxxxx, XXX
Xxxxxxx Xxxxx, Xxxxx 0000
000 Xxxx Xxxxxxx Xxxxxxxxx
Post Office Box 172609
Xxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxx Xxxxx
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(i) Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes any prior understandings, agreements or
representations by or between the parties, written or oral, to the extent they
related in any way to the subject matter.
(j) Governing Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the internal laws of the State
of Delaware without regard to principles of conflicts of law.
(k) Interpretation. The captions in this Agreement are for convenience
of reference only and shall not limit or otherwise affect any of the terms or
provisions hereof. Terms such as "herein", "hereof", and "hereinafter" refer to
this Agreement as a whole and not to the particular sentence or paragraph where
they appear, unless the context otherwise requires. Whenever the context
requires, references in this Agreement to the singular number shall include the
plural, the plural number shall include the singular and words denoting gender
shall include the masculine, feminine and neuter.
* * * * *
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
SABRATEK CORPORATION
By /s/ XXXXXXX X. XXXXXX
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Its: President
UNITRON SHAREHOLDER:
Printed Name:
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Signature:
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Title (if applicable):
Address:
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