ADDENDUM TO CONSULTING AGREEMENT
This is an Addendum to the Consultant Agreement dated April 19th , 1996,
commencing April 1st, 1996, by and between HARVARD SCIENTIFIC CORP., NEVADA
Corporation (hereinafter referred to as "HARVARD" OR THE "company"), having
its principal place of business at 000 Xx. Xxxxxxxxx, xxxxx 000, Xxxx, Xxxxxx
00000; and XX. XXXXXX X. SEE, M.D. (hereinafter referred to as "EXECUTIVE").
REGISTRATION RIGHTS.
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(i) DEMAND: During the period from the date of issuance until five (5)
years from the date if issuance, the EXECUTIVE may demand, as many times as
requested by EXECUTIVE, that at HARVARD'S Expense, promptly file a
Registration Statement under the Securities Act of 1933, as amended (the
"Act"), to permit a public offering of the shares of Common Stock issued to
the EXECUTIVE. The COMPANY shall keep such Registration Statement current
for a period of one (1) year. If, after a Registration Statement becomes
effective, the COMPANY advises the EXECUTIVE that the COMPANY considers it
appropriate for the registration Statement to be amended, the EXECUTIVE
shall suspend any further sales of his registered shares until the COMPANY
advises him that the Registration Statement has been amended. The one (1)
year period referred to herein during which the Registration Statement must
be kept current after its effective date shall be extended for an
additional number of business days equal to the number of business days
during which the rights to sell shares was suspended pursuant to the
preceding sentence, but in no event will the COMPANY be required to update
the Registration Statement after the second anniversary of the effective
date.
(ii) PIGGY-BACK: If at any time after the date of issuance of the
Common Stock and expiring five (5) years thereafter, the COMPANY proposes
to register any of its equity securities under the Securities Act (other
than in connection with a merger, acquisition or exchange offer on Form S-4
or pursuant to Form S-8 or successor forms), it will give written notice by
registered mail, at least thirty (30) days prior to the filing of each such
Registration Statement, to the EXECUTIVE, of its intention to do so. Upon
the written request of the EXECUTIVE, given within ten (10) days after
receipt of any such notice of his desire to include any Common Stock in
such proposed Registration Statement, the COMPANY shall afford the
EXECUTIVE the opportunity to have any such Common Stock registered under
such Registration Statement.
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Notwithstanding the provisions of this Section, the COMPANY shall have
the right any time after it shall have given written notice pursuant to
this section (irrespective of whether a written request for inclusion of
any such securities shall have been made) to elect not to file any such
proposed Registration Statement, or to withdraw the same after the filing
but prior to the effective date thereof.
If any registration pursuant to this section shall be underwritten in
whole of in part, the COMPANY may require that the Common Stock requested
for inclusion pursuant to this section be included in the underwriting on
the same terms and conditions as the securities otherwise being sold
through the underwriter(s).
Notwithstanding the provisions of this section, if the managing
underwriter in an underwritten public offering of securities shall advise
the COMPANY in writing that inclusion of some or all of the Common Stock
would, in such managing underwriter's opinion, materially interfere with
the proposed distribution of the securities to be offered by the COMPANY,
in respect of which registration was originally to be effected, then the
number of shares of Common Stock to be included in the registration
statement may be reduced or excluded in their entirety if so required by
the underwriter from the Registration Statement. Notwithstanding the
provisions of this section, it shall be a condition precedent to the
obligations of the COMPANY to take any action pursuant to this section with
respect to the Common Stock that the EXECUTIVE Shall furnish to the COMPANY
such information regarding himself, the Common Stock held by him, and the
intended method of disposition of such securities as shall be required to
effect the registration of the EXECUTIVE'S Common Stock.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
HARVARD SCIENTIFIC CORP.
By:/S/ XXXXXX X XXXXX
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Dated Xxxxxx X. Xxxxx, President and
Chairman of the Board
/S/ XXXXXX X. SEE
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Dated Xx. Xxxxxx X. See, M.D., Executive
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