EXHIBIT 99.18
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and
entered into as of February 25, 1998, by and between Premier Laser Systems,
Inc., a California corporation ("Premier" or the "Company") and JB Oxford &
Company, a Utah corporation (the "Holder").
WHEREAS, the Holder acquired the Purchased Shares and may acquire the
Contingent Shares (each as defined below), pursuant to the terms of a Purchase
Agreement, dated as of February __, 1998 (the "Purchase Agreement"), and the
Warrants (as defined below) issued in connection therewith, by and between the
Company and Holder.
WHEREAS, as an inducement to entering into the Purchase Agreement, and
as a condition to the acquisition of the Purchased Shares and the potential
future acquisition of the Contingent Shares by the Holder in connection
therewith, the Company has agreed to provide certain registration rights to the
Purchaser as set forth in this Agreement.
NOW, THEREFORE, the parties hereto, in consideration of the foregoing,
the mutual covenants and agreements set forth in the Purchase Agreement and
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, agree as follows:
1. CERTAIN DEFINITIONS. Capitalized terms used herein without
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definition shall have the meaning given to such terms in the Purchase Agreement.
As used in this Agreement, the following capitalized defined terms shall have
the following meanings:
"Contingent Shares" shall mean the shares of the Premier Common
Stock issued by the Company to the Holder pursuant to the terms of the Class C
Warrant and the Class D Warrant.
"Contingent Share Shelf Registration Statement" has the meaning
set forth in Section 2(a)(ii)(B).
"Expiration Date" has the meaning set forth within the
Prospectus/Offer to Exchange that the Company intends to utilize to effect a
tender offer (the "Tender Offer") to purchase those shares of Ophthalmic Imaging
Systems ("OIS") common stock not already owned by the Company.
"Form S-3" means the registration statement on Form S-3
promulgated under the Securities Act by the SEC for use in registering
securities issued by certain publicly traded companies and any similar form
subsequently prescribed by the SEC as the successor to Form S-3.
"Person" shall mean an individual or a corporation, partnership,
limited liability company, association or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.
"Prospectus" shall mean any prospectus included in a Shelf
Registration Statement (as defined herein), or a registration statement with
respect to an underwritten offering in which the Purchaser participates, as
contemplated by Section 5(b), including any resale prospectus and any
preliminary prospectus, and any amendment or supplement thereto, and in each
case including all material incorporated by reference therein.
"Purchase" shall mean the Company's purchase of Holder's shares
of OIS common stock under the Purchase Agreement.
"Purchased Shares" shall mean the shares of Premier Common Stock
issued by the Company to the Holder at the Closing of the transactions
contemplated by the Purchase Agreement.
"Purchased Share Shelf Registration Statement" has the meaning
set forth in Section 3(a)(i).
"Registration Expenses" shall mean any and all expenses incident
to the performance of or compliance with this Agreement, including, without
limitation: (i) all applicable registration and filing fees imposed by the SEC
and such securities exchange or exchanges on which Common Shares are then listed
or The Nasdaq Stock Market ("Nasdaq") (ii) all fees and expenses incurred in
connection with compliance with state securities or "blue sky" laws (including
reasonable fees and disbursements of counsel for the Company in connection with
qualification of any of the Shares under any state securities or blue sky laws
and the preparation of a blue sky memorandum) and compliance with the rules of
the NASD; (iii) all expenses of any Persons in preparing or assisting in
preparing, printing and distributing the Shelf Registration Statement, any
Prospectus, certificates and other documents relating to the performance of and
compliance with this Agreement; (iv) all fees and expenses incurred in
connection with the listing, if any, of any of the Shares on any securities
exchange or exchanges pursuant to Section 4(j) hereof; (v) the fees and
disbursements of counsel for the Company and of the independent public
accountants of the
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Company, including the expenses relating to any special audits or "cold comfort"
letters required by or incident to such performance and compliance; and (vi) the
reasonable fees and disbursements of a single counsel for the Purchaser.
Registration Expenses shall specifically exclude underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
Shares by the Purchaser.
"SEC" shall mean the Securities and Exchange Commission or any
successor entity.
"Securities Act" shall mean the Securities Act of 1933, as
amended from time to time.
"Shares" shall mean, collectively, the Purchased Shares and the
Contingent Shares issued to the Holder pursuant to the Purchase Agreement or the
Warrant and any equity securities issued or issuable directly or indirectly with
respect to the Purchased Shares or the Contingent Shares issued to the Holder by
way of replacement, stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise.
"Shelf Registration Statements" shall mean, collectively, the
Purchased Share Shelf Registration Statement, the Contingent Share Shelf
Registration Statement and any other registration statement as filed by the
Company pursuant to Section 3(a) of this Agreement.
"Warrants" shall mean the Class C Warrant and Class D Warrant
issued by the Company to Purchaser.
2. REGISTRABLE SECURITIES.
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(a) The securities entitled to the benefits of this Agreement
are the Shares.
(b) Any subsequent holder of the Shares shall be entitled to the
benefits of this Agreement as a holder of any such Shares (a "Purchaser"). A
Person is deemed to be a Purchaser whenever such Person owns Shares or has the
right to acquire such Shares, whether or not such acquisition has actually been
effected and disregarding any legal restrictions upon the exercise of such
right.
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3. REGISTRATION UNDER THE SECURITIES ACT.
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(a) (i) Subject to Section 7(b) below, the Company shall
prepare and promptly file a registration statement on Form S-3 or an amendment
to an existing registration statement on Form S-3, either of which may include
shares of the Premier Common Stock for resale by other Company shareholders (the
"Purchased Share Shelf Registration Statement"), registering the Purchased
Shares for resale by the Purchaser and shall use its reasonable best efforts to
cause the Purchased Share Shelf Registration Statement to be declared effective
by the SEC as soon as practicable following the Expiration Date.
(ii) (A) The Company shall use its reasonable best
efforts to cause each installment of Contingent Shares, if any, issued by the
Company to the Purchaser pursuant to the terms of the Purchase Agreement and the
Warrants to be registered pursuant to an effective registration statement under
the Securities Act as soon as practicable after the exercise of the Warrants.
(B) Notwithstanding the foregoing, if there is a
Suspension Event (as defined in Section 7(b) below) occurring at the time of
issuance of any Contingent Shares, in lieu of delivering to the Purchaser
Contingent Shares registered under the Securities Act, the Company may give
notice to the Purchaser of the Suspension Event and deliver to the Purchaser
Contingent Shares issued without registration under the Securities Act and file
as soon as practicable thereafter a registration statement on Form S-3 or an
amendment to an existing registration statement on Form S-3, either of which may
include shares of Premier Common Stock for resale by the Company stockholders
(in each case, a "Contingent Share Shelf Registration Statement"), registering
the Contingent Shares for resale by the Purchaser. The Company shall use its
reasonable best efforts to cause each Contingent Share Shelf Registration
Statement to be declared effective by the SEC as soon as practicable thereafter
but in any event not later than 120 days after termination of the Suspension
Event.
(iii) The Company agrees to use its reasonable best efforts
to keep the Purchased Share Shelf Registration Statement and any Contingent
Share Shelf Registration Statement continuously effective (and to include a
Prospectus at all times meeting the requirements of the Securities Act,
including (S) 10(a)(3) thereof) for a period of one year from the date of
effectiveness of such Shelf Registration Statement (such period is referred to
as the "Shelf Period").
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(b) The Company shall pay all Registration Expenses in
connection with a registration pursuant to this Agreement.
4. REGISTRATION PROCEDURES. In connection with the obligations of
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the Company under Section 3 hereof, the Company will use its best efforts to
effect the registration and sale of the Shares in accordance with the intended
method of distribution thereof, and pursuant thereto, the Company will, as
expeditiously as possible:
(a) prepare and file with the SEC, as soon as practicable within
the time period set forth in Section 3 hereof, and use its reasonable best
efforts to have declared effective by the SEC, the Shelf Registration
Statements, which shall (i) be available for public resale of the Shares by the
Purchaser, and (ii) comply as to form in all material respects with the
requirements of the applicable form and include all financial statements
required by the SEC to be filed therewith; provided, however, that before filing
a Shelf Registration Statement or Prospectus, or any amendments, post-effective
amendments, or supplements thereto, with the SEC, the Company will furnish to
the Purchaser and its underwriters, if any, with copies of all such proposed
documents to be filed, which documents will be subject to the reasonable review
of the Purchaser and its underwriter, and the Company will not file any
Registration Statement or Prospectus to which the Purchaser of the underwriter,
if any, shall reasonably object;
(b) furnish to each Purchaser, without change, at least one
signed copy of the applicable Shelf Registration Statement and any post-
effective amendments thereto, including financial statements and schedules
whether included therein or incorporated by reference thereto no later than two
days following its filing with the SEC, which, in any event will be no later
than two business days prior to the effective date of such Shelf Registration
Statement;
(c) (i) to prepare and file with the SEC such amendments,
supplements and post-effective amendments to the Shelf Registration Statements
as may be necessary to keep each such Shelf Registration Statements continuously
effective for the period set forth in Section 3(a)(iii) of this Agreement; (ii)
cause any Prospectus to be amended or supplemented as required and to be filed
as required by Rule 424 or any similar rule that may be adopted under the
Securities Act; (iii) respond as promptly as practicable to any comments
received from the SEC with respect to the Shelf Registration Statements or any
amendments thereto; and (iv) comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by the Shelf
Registration Statements during the applicable period in accordance with the
intended method or methods of
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distribution by the Purchaser and as reasonably requested by a Purchaser or any
underwriter of the Shares.
(d) furnish to each Purchaser and any managing underwriter, upon
request and without charge, as many copies of any Prospectus and any amendment
or supplement thereto as such Person may reasonably request;
(e) use its commercially reasonable efforts to register or
qualify the Shares under all applicable state securities or blue sky laws of
such jurisdictions in the United States and its territories and possessions as
the Purchaser may reasonably request in writing and keep such registration or
qualification effective during the period the Shelf Registration Statement is
required to be kept effective under Section 3(a)(iii) hereof; provided, however,
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that in connection therewith, the Company shall not be required to (i) qualify
as a foreign corporation to do business or to register as a broker or dealer in
any such jurisdiction where it would not otherwise be required to qualify or
register but for this Section 4(e), (ii) subject itself to taxation in any such
jurisdiction with respect to such registration or qualification, or (iii) file a
general consent to service of process in any such jurisdiction;
(f) notify each Purchaser and any managing underwriter promptly
and, if requested by the Purchaser, confirm in writing, (i) when the Shelf
Registration Statements and any post-effective amendments thereto have become
effective, (ii) when any amendment or supplement to a Prospectus has been filed
with the SEC, except for an amendment via incorporation by reference of
subsequent filings under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of the Shelf
Registration Statements or any part thereof or the initiation of any proceedings
for that purpose, (iv) if the Company receives any notification with respect to
the suspension of the qualification of the Shares for offer or sale in any
jurisdiction or the initiation of any proceeding for such purpose, and (v) of
the happening of any event during the periods that any of the Shelf Registration
Statements are effective as a result of which (A) the Shelf Registration
Statements contain any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading or (B) a Prospectus as then amended or supplemented
contains any untrue statement of a material fact or omits to state any material
fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading;
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(g) in the event of a stop order or suspension in the sale of
the Shares, use all reasonable best efforts to obtain the withdrawal of any
order suspending the effectiveness of the Shelf Registration Statements by the
SEC or any state securities authority or otherwise prohibiting the offer and
sale of the Shares as promptly as possible;
(h) furnish to the Purchaser upon request and without charge, at
least one conformed copy of the Shelf Registration Statements and any post-
effective amendments thereto (including documents incorporated therein by
reference or exhibits thereto, unless requested);
(i) cooperate with the Purchaser and any underwriter to
facilitate the timely preparation and delivery of certificates representing
Shares to be sold and not bearing any restrictive legend and enable certificates
for such Shares to be issued for such numbers of Shares and registered in such
names as the Purchaser may reasonably request;
(j) use its reasonable best efforts to cause all Shares to be
listed on any securities exchange or inter-dealer quotation service on which the
Shares are then listed, including on Nasdaq if the Shares are then so included;
(k) use its reasonable best efforts to make available adequate
current public information about the Company as contemplated by Rule 144(c)
promulgated under the Securities Act;
(l) use its best efforts to cause the Shares covered by a Shelf
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable Purchaser or
any underwriter of the Shares to consummate the disposition; and
(m) upon the occurrence of any event referenced in last sentence
of Section 7(b)(ii) below, prepare and promptly file a supplement or post-
effective amendment to the Shelf Registration Statement and the related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of the
Shares, the Prospectus will not contain an untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein not
misleading under the circumstances in which they were made; provided, however, a
period of suspension of the distribution of Shares under Section 7(a) hereof as
a result of an occurrence of an event under the last sentence of Section
7(b)(ii) shall not exceed a period of thirty (30) days during any twelve (12)
month period.
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5. CERTAIN AGREEMENTS OF THE PURCHASER.
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(a) The Purchaser agrees to furnish to the Company in writing
such information regarding the Purchaser and its proposed distribution of Shares
as the Company may from time to time reasonably request in connection with the
preparation of the Shelf Registration Statements or any registration statement
as contemplated by Section 5(b) of this Agreement or the registration or
qualification of the Shares under state securities or blue sky laws, and report
to the Company within ten (10) days after the end of each month all sales or
other dispositions of Shares made by them during such month.
(b) To the extent timely notified in writing by the Company or
the managing underwriters, the Purchaser agrees, if requested by the Company in
the case of a Company initiated non-underwritten offering or if requested by the
managing underwriter or underwriters in an underwritten offering initiated by
the Company or by a shareholder of the Company pursuant to demand registration
rights, not to effect any public sale or distribution of any Shares (including a
sale pursuant to Rule 144 under the Securities Act) during the ten (10) day
period prior to, and during the forty-five (45) day period beginning on, the
date of effectiveness of each Company initiated offering made pursuant to a
registration statement, provided that the Purchaser shall be entitled to
participate in an underwritten offering pro rata with all other holders of
shares of Common Stock to be included in any such registration, if, in the
reasonable opinion of the managing underwriter of any such underwritten
registration such shares may be included in such registration without having an
adverse effect on the marketability or the price of any shares of the Premier
Common Stock proposed to be offered in such underwritten registration and the
Purchaser agrees to enter into an underwriting agreement with such underwriters
containing such representations and warranties by the Purchaser and such terms
and provisions, including without limitation, provisions with respect to
indemnification and contribution, as are customarily contained in underwriting
agreements and deliver customary opinions of counsel and closing certificates.
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6. INDEMNIFICATION.
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(a) Indemnification by the Company. The Company agrees to
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indemnify, to the fullest extent permitted by law, and hold harmless each
Purchaser, its officers, directors, employees, partners, agents, and each Person
who controls (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act and the rules and regulations promulgated thereunder)
such Purchaser or acts on behalf of such Purchaser, and each other Person who
participates as an underwriter in the offering or sale of the Shares as follows:
(i) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, to which such Person may become subject (A)
that arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in Shelf Registration Statements or any
registration statement as contemplated by Section 5(b) of this Agreement or any
amendments 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, (B) that arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in any
Prospectus or any amendment or supplement thereto, or the omission or alleged
omission to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading or (C) that arise out of or are based upon any violation or
alleged violation by the Company of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation promulgated under the Securities
Act, the Exchange Act or any state securities law, which violation or alleged
violation arises out of the Shelf Registration Statements or Prospectuses or any
registration statement as contemplated by Section 5(b) of this Agreement;
(ii) against any loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever based upon
any such untrue statement or alleged untrue statement, any omission or alleged
omission, if such settlement is effected with the written consent of the
Company, which consent shall not be unreasonably withheld; and
(iii) subject to the limitations set forth in Section 6(b),
against any expense (including reasonable fees and disbursements of counsel)
reasonably incurred in investigating, preparing or defending against any
litigation, investigation or proceeding by any governmental agency or body,
commenced or threatened, in each case whether or not a party, or any claim
whatsoever based upon any such untrue statement or
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alleged untrue statement, omission or alleged omission that relates to the sale
by the Purchaser under Shelf Registration Statements or any registration
statement as contemplated by Section 5(b) of this Agreement, to the extent that
any such expense is not paid under subparagraph (i) or (ii) above; provided,
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however, that the indemnity provided pursuant to this Section 6(a)(i), (ii) and
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(iii) shall not apply to the Purchaser with respect to any loss, liability,
claim, damage or expense that arises out of or is based upon (1) any untrue
statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with information furnished to the Company by the
Purchaser for use in the Shelf Registration Statements or any other registration
statement contemplated by this Agreement or any amendment thereto or a
Prospectus or any amendment or supplement thereto, or (2) trades made by the
Purchaser in violation of Section 7(a) below after receiving the notice from the
Company required pursuant thereto. The indemnification provided under this
Section 6(a) shall remain in full force and effect regardless of any
investigation made by any Purchaser or underwriter, and no such investigation
may be asserted in an attempt to mitigate any liabilities hereunder.
(b) Indemnification by the Purchaser. The Purchaser agrees to
--------------------------------
indemnify and hold harmless the Company and its directors and officers,
including each director of the Company and each officer of the Company who
signed any Shelf Registration Statement or any registration statement with
respect to an underwritten offering in which the Purchaser participates, as
contemplated by Section 5(b) of this Agreement, and each Person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act, to
the same extent as the indemnity contained in Section 6(a) hereof, but only
insofar as such loss, liability, claim, damage or expense arises out of or is
based upon (i) any untrue statement or alleged untrue statement or omission or
alleged omission made in the Shelf Registration Statements or any registration
statement with respect to an underwritten offering in which the Purchaser
participates, as contemplated by Section 5(b) of this Agreement or any amendment
thereto or a Prospectus or any amendment or supplement thereto in reliance upon
and in conformity with information prepared and furnished to the Company by the
Purchaser for use therein or (ii) trades made by the Purchaser in violation of
Section 7(a) below; provided. that, in the case of the Purchaser's obligation
set forth in this Section 6(b) relating to Section 5(a)(ii) above, such
settlement must be effected with the written consent of the Purchaser, which
consent shall not be unreasonably withheld.
(c) Conduct of Indemnification Proceedings. The indemnified
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party shall give reasonably prompt written notice to the indemnifying party of
any action or proceeding commenced against it in respect of which indemnity may
be sought hereunder, but failure to so notify the indemnifying party (i) shall
not relieve it from any liability that it may have under the indemnity agreement
provided in Section 6(a) or (b) above, unless and
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to the extent it did not otherwise learn of such action and the lack of notice
by the indemnified party materially prejudices the indemnifying party or results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) shall not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided under Section 6(a) or (b) above. After receipt of such notice, the
indemnifying party shall be entitled to participate in and, at its option,
jointly with the indemnifying party so notified, to assume the defense of such
action or proceeding at such indemnifying party's own expense with counsel
chosen by such indemnifying party and approved by the indemnified party or
parties, which approval shall not be unreasonably withheld; provided, however,
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that, if the defendants in any such action or proceeding include both the
indemnified party and the indemnifying party and the indemnified party
reasonably determines, upon advice of counsel, that a conflict of interest
exists or that there may be legal defenses available to it that are different
from or in addition to those available to the indemnifying party, then the
indemnified party shall be entitled to counsel the reasonable fees and expenses
of which shall be paid by the indemnifying party. If the indemnifying party does
not assume the defense of any such action or proceeding, after having received
the notice referred to in the first sentence of this paragraph, the indemnifying
party will pay the reasonable fees and expenses of counsel for the indemnified
party. In such event, however, the indemnifying party will not be liable for any
settlement effected without the written consent of such indemnifying party,
which consent shall not be unreasonably withheld. If the indemnifying party
assumes the defense of any such action or proceeding in accordance with this
paragraph, such indemnifying party shall not be liable for any fees and expenses
of counsel for the indemnified party incurred thereafter in connection with such
action or proceeding except as set forth in the proviso in the second sentence
of this Section 5(c).
(d) The obligations of the Company and the Purchaser under this
Section 5 shall survive the completion of any offering of the Shares pursuant to
any Shelf Registration Statement.
7. SUSPENSION OF SHELF REGISTRATION REQUIREMENT.
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(a) The Purchaser agrees that he, she or it will not effect any
sales of Shares pursuant to any Shelf Registration Statement after he, she or it
has received notice from the Company to suspend sales as a result of the
occurrence or existence of any Suspension Event (as defined in Section 7(b)
below) until such time as the Company provides notice to such holder that all
Suspension Events have ceased to exist. All such information relating to a
Suspension Event obtained by Purchaser shall be treated as confidential and
shall not be used by the Purchaser for any purpose. The Company shall
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notify the Purchaser promptly after any Suspension Event occurs or ceases to
exist to the extent he or it continues to hold Shares and with respect to the
cessation of a Suspension Event, to the extent he or it has been provided notice
of a Suspension Event. In addition, the Purchaser agrees that he, she or it will
not effect any sales of Shares pursuant to the Shelf Registration Statements
after he or it has received notice from the Company to suspend sales because the
Registration Statements, any Prospectus or any supplement thereto contains an
untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, until the Company notifies such holder
that the misstatement or omission has been corrected. The Company shall not
suspend the shelf registration requirements under this section for more than a
period of thirty (30) days during any (12) month period.
(b) Notwithstanding anything to the contrary set forth in this
Agreement, the Company's obligation to file the Shelf Registration Statements
and make any filings with any state securities authority, to use its reasonable
best efforts to cause the Shelf Registration Statements or any state securities
filings to become effective, or to amend or supplement the Shelf Registration
Statement or any state securities filings shall be temporarily suspended in the
event of and during a Suspension Event. A "Suspension Event" shall exist at
such times (i) that the Company is not eligible to use Form S-3 for the
registration contemplated by Section 3(a) hereof or (ii) as circumstances exist,
that the Company's Board of Directors, in good faith and as evidenced by a
resolution in accordance therewith, determines make it impractical or
inadvisable for the Company to file, amend or supplement a Shelf Registration
Statement or such filings or to cause the Shelf Registration Statements or such
filings to become effective (such circumstances to include, without limitation,
(A) the Company conducting an underwritten primary offering and being advised in
writing, with such writing being made available to Purchaser upon reasonable
request, by the underwriters that sale of Shares under the Shelf Registration
Statements would have a material adverse effect on the Company's offering or (B)
pending negotiations relating to, or consummation of, a transaction material to
the Company or the occurrence of some other event (x) where any of the foregoing
would require disclosure under applicable securities laws of material
information in the Shelf Registration Statements (or any other document
incorporated into a Shelf Registration Statement by reference) or such state
securities filings and (y) as to which the Company has a bona fide business
purpose for preserving confidentiality or which renders the Company unable to
comply with SEC requirements. Suspension of the Company's obligations pursuant
to this Section 7(b) shall continue only for so long as a Suspension Event or
its effect is continuing, but in any event not to exceed 30 days.
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8. MISCELLANEOUS.
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(a) Amendments and Waivers. Except as specifically provided
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herein, the provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified, supplemented or waived, nor may consent
to departures therefrom be given, without the written consent of the Company and
each Purchaser specifically affected thereby.
(b) Notices. Unless otherwise provided, all notices or other
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communications required or permitted to be given to the parties hereto shall be
in writing and shall be deemed to have been given if personally delivered,
including personal delivery by facsimile, provided that the sender receives
telephonic or electronic confirmation that the facsimile was received by the
recipient and that such facsimile is followed the same day by mailing by
certified or registered mail return receipt requested, first class postage
prepaid (a "Mailing"), upon receipt of courier delivery or the third day
following a Mailing, addressed as follows (or at such other address as the
addressed party may have substituted by notice pursuant to this Section 8(b):
(i) If to the Company:
Premier Laser Systems, Inc.
3 Morgan
Irvine, California 92618
Attn: Secretary
Fax: (714) 951-7218
with a copy to:
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, 17/th/ Floor
Costa Mesa, California 92626-1924
Attn: Peter J. Tennyson, Esq.
Fax: (714) 979-1921
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(ii) If to Purchaser:
JB Oxford & Company
9665 Wilshire Blvd., Ste. 300
Beverly Hills, California 90212
Attention: Scott Monson, Esq.
Fax: (310) 385-2237 Fax:
with a copy to:
Irell & Manella LLP
333 So. Hope Street, Ste. 3300
Los Angeles, California 90071
Attention: Richard Wirthlin, Esq.
Fax: (213) 229-0515
or to such other address as any party may have furnished in writing to the other
parties in the manner provided above.
(c) Successors and Assigns. This Agreement shall inure to the
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benefit of and be binding on the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Purchasers of the Shares; provided, however, the Company shall not
assign its responsibilities hereunder without the express written consent of the
Purchasers.
(d) Counterparts. This Agreement may be executed in any number
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of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Any party may execute this
Agreement by facsimile signature, and shall provide promptly to all other
parties an originally executed Agreement.
(e) Headings and Interpretation. The headings in this Agreement
---------------------------
are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof. In construing the meaning of this Agreement, no party hereto
shall be deemed the drafter of this Agreement and this Agreement shall be
construed according to its fair meaning and not strictly against any person as
the drafter hereof.
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(f) Governing Law. This Agreement shall be governed by and
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construed in accordance with the laws of the State of California without giving
effect to the conflicts of law provisions thereof.
(g) Entire Agreement. This Agreement is intended by the parties
----------------
as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. This Agreement supersedes all
prior oral and written agreements and understandings and all contemporaneous
written agreements and understandings between the parties with respect to such
subject matter.
(h) No Inconsistent Agreements. The Company will not on or
--------------------------
after the date of this Agreement enter into any agreement with respect to its
securities which is inconsistent with the rights granted to Purchasers in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Purchasers hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's securities
under any such agreements.
(i) Remedies. All remedies under this Agreement, or by law or
--------
otherwise afforded to any party hereto, shall be cumulative and not alternative.
Any Person having rights under any provision of this Agreement will 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.
(j) Rule 144. with a view to making available certain
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exemptions from the registration provisions of the Securities Act for the sale
of Shares, the Company covenants that:
(i) At all times that the Premier Common Stock is
registered under Section 12(b) or 12(g) of the Exchange Act, the Company will
use its best efforts to timely file the reports required to be filed by the
Company under the Securities Act and the exchange Act (or, if the Company is not
registered under Section 12(b) or 12(g) of the Exchange Act and is not otherwise
required to file such reports under Sections 13 or 15(d) thereunder, it will,
upon the request of any Purchaser, make publicly available such
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other information required under Rule 144 of the Securities Act ("Rule 144") for
so long as necessary to permit sales pursuant to Rule 144), and the Company will
take such further action as any Purchaser may reasonably request to the extent
required from time to time to enable such Purchaser to sell the Shares without
registration under the Securities Act within the limitations of the exemptions
provided by: (x) Rule 144, as such rule may be amended from time to time, and
(y) any similar rule or regulation hereafter adopted by the SEC. Upon the
request of the Purchaser, the Company will deliver to Purchaser a written
statement as to whether it has complied with such requirements.
(ii) So long as the Shares constitute "Restricted Securities" as
that term is used in Rule 144, the Company will furnish each Purchaser a copy of
the annual and quarterly reports of the Company and such other public reports as
the Purchaser may reasonably request.
(SIGNATURE PAGE Follows)
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[SIGNATURE PAGE FOR REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
"PREMIER"
PREMIER LASER SYSTEMS, INC.
By: /s/ Colette Cozean
---------------------------
Title:___________________________
"PURCHASER"
_________________________________
Name:____________________________
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[SIGNATURE PAGE FOR REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
"PREMIER"
PREMIER LASER SYSTEMS, INC.
By:
Title:
"PURCHASER"
JB OXFORD & COMPANY
/s/ Scott G. Manson
By: SCOTT G. MANSON
Title:GENERAL COUNSEL, ASST. SECRETARY