Exhibit 10.13
LIGHTBRIDGE, INC.
281 Winter Street
Waltham, Massachusetts 02154
August 26, 1996
Mr. Brian E. Boyle
31 Hallett Hill Road
Weston, Massachusetts 02193
Dear Mr. Boyle:
This letter sets forth the agreement between you and Lightbridge, Inc.
("Lightbridge") regarding the matters listed below.
1. (a) In the event that Lightbridge effects an initial public offering
(the "IPO") of its common stock, $.01 par value per share (the "Common Stock"),
you, your wife and Boyle Corp. (collectively, the "Boyle Parties") will sell an
aggregate of 778,132 shares of Common Stock on a firm basis in the IPO. If,
however, the per share price at which the Common Stock is offered to the public
in the IPO (the "IPO Price") is less than $6.80, the Boyle Parties will have the
right to sell any smaller number shares, or no shares.
(b) On the date hereof, each of the Boyle Parties shall execute, enter
into and deliver the following documents: (i) a 180 day lock-up agreement, in
the form attached hereto as Exhibit A, (ii) a Selling Stockholder's Irrevocable
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Power of Attorney, in the form attached hereto as Exhibit B, (iii) a Letter of
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Transmittal and Custody Agreement, in the form attached hereto as Exhibit C and
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(iv) a letter agreement regarding the power of attorney in the form attached
hereto as Exhibit D. In the event that Lightbridge withdraws its registration
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statement on Form S-1 (SEC File No. 333-6589) prior to its effectiveness, the
Boyle Parties shall, upon the written request of Lightbridge following its
filing of a new registration statement with respect to an IPO, enter into and
deliver documents containing terms and conditions equivalent to those contained
in the agreements referred to in the preceding sentence, provided that such
filing occurs prior to October 1, 1998.
(c) (I) Lightbridge hereby agrees that, in the event of an IPO, it will
indemnify and hold harmless each of the Boyle Parties that is a selling
stockholder, each underwriter of such IPO and each other person, if any, who
controls such seller or underwriter within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), against any losses, claims, damages or
liabilities, joint or several, to which such seller, underwriter or controlling
person may become subject under the Securities 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 any registration statement relating to such
IPO, any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, 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 in light of the
circumstances under which they were made not misleading, and will reimburse each
such seller, each such underwriter and each such controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action,
provided, however, that Lightbridge will not be liable in any such case
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if and 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 so made in conformity with information furnished by any such
seller, any such underwriter or any such controlling person in writing
specifically for use in such registration statement or prospectus.
(II) Promptly after receipt by an indemnified party hereunder of notice of
the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party hereunder, notify
the indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
such indemnified party other than under this Section 1(c) and shall only relieve
it from any liability which it may have to such indemnified party under this
Section 1(c) if and to the extent the indemnifying party is prejudiced by such
omission. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 1(c) for any legal expenses subsequently incurred by
such indemnified party in connection with the defense thereof other than
reasonable costs of investigation and of liaison with counsel so selected,
provided, however, that, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be reasonable defenses available to it
which are different from or in addition to those available to the indemnifying
party or if the interests of the indemnified party reasonably may be deemed to
conflict with the interests of the indemnifying party, the indemnified party
shall have the right to select a single separate counsel and to assume such
legal defenses and otherwise to participate in the defense of such action, with
the reasonable expenses and fees of such separate counsel and other reasonable
expenses related to such participation to be reimbursed by the indemnifying
party as incurred.
(III) In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) any of the
Boyle Parties selling shares in an IPO, or any controlling person of any such
party, makes a claim for indemnification pursuant to this Section 1(c) but it 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 this Section 1(c) provides for indemnification in
such case, or (ii) contribution under the Securities Act may be required on the
part of any such selling party or any such controlling person in circumstances
for which indemnification is provided under this Section 1(c); then, and in each
such case, Lightbridge and such party will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (after contribution
from others) in such proportion so that such party is responsible for the
portion represented by the percentage that the IPO price of its shares of Common
Stock offered by the registration statement bears to the public offering price
of all securities offered by such registration statement, and Lightbridge is
responsible for the remaining portion; provided, however, that, in any such
case, (A) no such party will be required to contribute any amount in excess of
the public offering price of all such Common Stock offered by it pursuant to
such registration statement; and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.
(d) Lightbridge may, in its discretion, obtain, prior to the date of the
IPO, a directors' and officers' insurance policy that covers liabilities
associated with the IPO, which policy includes a rider providing that you, in
your capacity as a selling stockholder, shall be an additional insured. Such
policy shall be written by National Union or another insurer reasonably
acceptable to you, and shall provide for at least $10 million in coverage. If
Lightbridge does not obtain a directors' and officers' insurance policy that
meets the foregoing requirements, then, in the event of any action pursuant to
which the Boyle Parties are entitled to indemnification pursuant to Section 1(c)
(and notwithstanding the provisions of paragraph (II) of Section 1(c)), such
parties shall have the right to select a single separate counsel to represent
them in such action, with the reasonable expenses and fees of such separate
counsel to be reimbursed by Lightbridge as incurred.
2. Upon execution of this Agreement, you shall deliver a lock-up agreement,
in the form attached hereto as Exhibit A, executed by the Sheng Ren Trust.
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3. Upon the closing of an IPO, Lightbridge shall exercise all stock options
granted to it by you pursuant to that certain Settlement Agreement dated
February 2, 1996 among you, Lightbridge and certain other parties (the
"Settlement Agreement") which remain unexercised
on such date, and shall pay the exercise price therefor by wire transfer. In
addition, upon such closing, Lightbridge shall pay all principal and interest
outstanding under any promissory notes issued by Lightbridge in connection with
the exercise of such stock options prior to such closing.
4. Upon your execution of this letter, Lightbridge shall execute and
deliver to the Sheng Ren Trust a Common Stock Purchase Warrant in the form
attached hereto as Exhibit E and shall pay you the sum of $75,000 by wire
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transfer.
5. Upon your execution of this letter, you and Lightbridge shall execute
and enter into a Registration Rights Agreement in the form attached hereto as
Exhibit F.
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6. You, Lightbridge and the other parties executing this letter hereby re-
affirm and ratify, through and as of the date hereof, all of the terms and
conditions of that certain Mutual General Release executed and delivered by you,
Lightbridge and certain other parties pursuant to the terms of the Settlement
Agreement.
7. You hereby consent to the filing of the Settlement Agreement as an
exhibit to Lightbridge's registration statement on Form S-1.
This letter, together with the agreements referred to herein, sets forth
the entire agreement of the parties with respect to the subject matter hereof
and supersedes all prior agreements or understandings, written or oral, with
respect to such subject matter. This letter agreement shall be governed by, and
construed and enforced in accordance with, the substantive laws of The
Commonwealth of Massachusetts, without regard to its principles of conflict of
laws.
Please indicate your acceptance of the foregoing by signing and returning
the enclosed counterpart of this letter, whereupon this letter shall be a
binding agreement between Lightbridge and you.
Very truly yours,
LIGHTBRIDGE, INC.
By:/s/ Pamela D.A. Reeve
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Pamela D.A. Reeve, President
AGREED TO AND ACCEPTED as of the date first above written
/s/ Brian E. Boyle
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Brian E. Boyle
The persons and entities named below hereby execute this letter solely for the
purpose of agreeing to be bound by the provisions of Section 6.
ENTREPRENEURIAL VENTURES, ENTREPRENEURIAL, INC.
INC.
By: /s/ Torrence C. Harder By: /s/ Torrence C. Harder
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Title: President Title: President
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ENTREPRENEURIAL LIMITED ENTREPRENEURIAL
PARTNERSHIP I LIMITED PARTNERSHIP II
By: Entrepreneurial Ventures, Inc. By: Entrepreneurial Ventures, Inc.
Its: General Partner Its: General Partner
By: /s/ Torrence C. Harder By: /s/ Torrence C. Harder
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Title: President Title: President
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ENTREPRENEURIAL LIMITED ENTREPRENEURIAL LIMITED
PARTNERSHIP II PARTNERSHIP IV
By: Entrepreneurial Ventures, Inc. By: Entrepreneurial, Inc.
Its: General Partner Its: General Partner
By: /s/ Torrence C. Harder By: /s/ Torrence C. Harder
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Title: President Title: President
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ENTREPRENEURIAL LIMITED ENTREPRENEURIAL LIMITED
PARTNERSHIP VI PARTNERSHIP VII
By: Entrepreneurial, Inc. By: Entrepreneurial, Inc.
Its: General Partner Its: General Partner
By: /s/ Torrence C. Harder By: /s/ Torrence C. Harder
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Title: President Title: President
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TORRENCE C. HARDER PAMELA D.A. REEVE
/s/ Torrence C. Harder /s/ Pamela D.A. Reeve
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WILLIAM G. BROWN, III BOYLE CORP.
/s/ William G. Brown, III
- ------------------------------- By: /s/ Brian E. Boyle
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Title: President
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EXHIBIT E
THE WARRANT EVIDENCED HEREBY, AND THE SECURITIES ISSUABLE HEREUNDER, HAVE BEEN
AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE APPLICABLE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND
SHALL NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED
DISPOSITION IS THE SUBJECT OF A CURRENTLY EFFECTIVE REGISTRATION STATEMENT UNDER
SAID ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT
AND SUCH STATE SECURITIES LAWS IN CONNECTION WITH SUCH DISPOSITION.
LIGHTBRIDGE, INC.
COMMON STOCK PURCHASE WARRANT
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Original Issue Date: August 26, 1996
This Warrant is Issued to
SHENG REN TRUST
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(hereinafter called the "Registered Holder," which term shall include its
successors and assigns) by Lightbridge, Inc., a Delaware corporation
(hereinafter referred to as the "Company"). This Warrant may be transferred by
the Registered Holder only in accordance with the provisions of Sections 1.04
and 5 hereof.
1. The Warrant.
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1.01 For value received and subject to the terms and conditions hereinafter
set forth, the Registered Holder is entitled, upon surrender of this Warrant at
any time on or after the Initial Exercise Date (as defined below) but prior to
three years after such Initial Exercise Date (with the subscription form annexed
hereto duly executed), at the office of the Company at 281 Winter Street,
Waltham, Massachusetts 02154, or such other office in the United States of which
the Company shall notify the Registered Holder hereof in writing, to purchase
from the Company, at the purchase price hereinafter specified (the "Exercise
Price"), 100,000 shares of the Common Stock, $.01 par value per share, of the
Company ("Common Stock"). This Warrant has been issued by the Company in
connection with the execution of the letter agreement of even date herewith
between Brian E. Boyle and the Company (the "Agreement"). The initial Exercise
Price shall be $8.50 per share and shall be subject to adjustment as provided in
Section 1.05(A) below.
For the purposes of this Warrant, the Initial Exercise Date shall be the
earliest of (i) one year from the Original Issue Date set forth above, (ii) the
effective date of a registration statement filed by the Company with respect to
an initial public offering of shares of its Common Stock, (iii) the date of any
merger or consolidation of the Company, or any sale of shares by the
stockholders of the Company, as a result of which the stockholders of the
Company immediately prior to such merger, consolidation or sale do not own after
such merger, consolidation or sale shares representing at least fifty percent
(50%) of the voting power of the Company or the surviving or resulting
corporation, as the case may be, or (iv) the date the Company is liquidated or
sells or otherwise disposes of all or substantially all its assets.
As promptly as practicable after surrender of this Warrant and receipt of
payment of the Exercise Price, the Company shall issue and deliver to the
Registered Holder a certificate or certificates for the shares purchased
hereunder, in certificates of such denominations and in such names as the
Registered Holder may specify, together with any other stock, securities or
property which such Registered Holder may be entitled to receive pursuant to
Section 1.05 hereof. Payment of the Exercise Price shall be made by check made
payable to the order of the Company or wire transfer of funds to a bank account
designated by the Company. In the case of the purchase of less than all the
shares purchasable under this Warrant, the Company shall cancel this Warrant
upon the surrender hereof and shall execute and deliver a substitute Warrant of
like tenor and date for the balance of the shares purchasable hereunder.
Notwithstanding the foregoing, however, the Registered Holder may elect to
receive, without the payment by the Registered Holder of any additional
consideration, shares equal to the value of this Warrant or any portion hereof
by the surrender of this Warrant or such portion to the Company, with the form
of subscription at the end hereof duly executed by the Registered Holder, at the
office of the Company (such election a "Net Issue Election"). Thereupon, the
Company shall issue to the Registered Holder such number of fully paid and
nonassessable shares of Common Stock as is computed using the following formula:
X = Y (A-B)
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A
where X = the number of shares to be issued to the Registered Holder pursuant
to this Section 1.01.
Y = the number of shares covered by this Warrant in respect of which the
Net Issue Election is made pursuant to this subsection 1.01.
A = the Fair Market Value of one share of Common Stock as defined below.
For the purpose of this Section 1.01, the Fair Market Value of one
share of Common Stock shall be the closing price per share on the
date the Net Issue Election is made pursuant to this Section 1.01, as
reported by a nationally recognized stock exchange, or, if the Common
Stock is not listed on such an exchange, as reported
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by the National Association of Securities Dealers, Inc. ("Nasdaq") on
such date, or, if the Common Stock is neither listed on such an
exchange nor quoted on Nasdaq, as determined by a nationally
recognized independent investment banking firm jointly selected by the
Company and the Registered Holder or, if such selection cannot be made
within five days after delivery of the Net Issue Election, by a
nationally recognized independent investment banking firm selected by
the American Arbitration Association in accordance with its rules.
B = the Exercise Price in effect under this Warrant on that date the Net
Issue Election is made pursuant to this Section 1.01.
1.02 During the period within which the rights represented by this Warrant
may be exercised, the Company shall at all times have authorized and reserved
for the purpose of issue upon exercise of the rights evidenced hereby, a
sufficient number of shares of the class of securities issuable upon exercise of
this Warrant to provide for the exercise of such rights. Upon surrender for
exercise, this Warrant shall be cancelled and shall not be reissued; provided,
however, that upon the partial exercise hereof a substitute Warrant representing
the rights to subscribe for and purchase any such unexercised portion hereof
shall be issued.
1.03 This Warrant may be subdivided into one or more Warrants entitling the
Registered Holder to purchase shares of the class of securities issuable upon
exercise of this Warrant in multiples of one or more whole shares, upon
surrender of this Warrant by the Registered Holder for such purpose at the
office of the Company.
1.04 The Company shall maintain at its office (or at such other office or
agency of the Company as it may from time to time designate in writing to the
Registered Holder hereof), a register containing the name and address of the
Registered Holder of this Warrant. The Registered Holder of this Warrant shall
be the person in whose name this Warrant is originally issued and registered,
unless a subsequent holder shall have presented to the Company this Warrant,
duly assigned to such holder, for inspection and a written notice of his
acquisition of this Warrant and designating in writing the address of such
subsequent holder, in which case such subsequent holder of this Warrant shall
become the subsequent Registered Holder. Any Registered Holder of this Warrant
may change his address as shown on such register by written notice to the
Company requesting such change. Any written notice required or permitted to be
given to the Registered Holder of this Warrant shall be mailed by registered or
certified mail, or sent by reputable overnight courier service, to the
Registered Holder at the address as shown on such register.
1.05 The rights of the Registered Holder shall be subject to the following
terms and conditions:
(A) Adjustment to Exercise Price Upon Financing. The Exercise Price shall
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be $8.50 per share, until and unless a registration statement with respect to an
initial public offering of Common Stock is declared effective by the Securities
and Exchange Commission. If and only
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if such a registration is so declared effective, the Exercise Price shall then
and thereafter be equal to the price per share paid by the public in such
initial public offering, effective upon the date of effectiveness of such
registration statement.
(B) Adjustment to Exercise Price for Subdivision or Combination. If the
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Company at any time or from time to time after the issuance of this Warrant
subdivides (by any stock split, stock dividend, recapitalization or otherwise)
the outstanding shares of the class of securities issuable upon exercise hereof
into a greater number of shares, the Exercise Price in effect immediately before
that subdivision shall be proportionately decreased. If the Company at any time
or from time to time after the issuance of this Warrant combines (by reverse
stock split or otherwise) the outstanding shares of the class of securities
issuable upon exercise hereof, the Exercise Price in effect immediately before
the combination shall be proportionately increased. Any adjustment under this
paragraph shall become effective at the close of business on the date the
subdivision or combination becomes effective.
(C) Adjustment in the Number of Shares for Subdivisions or Combinations.
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Whenever the Exercise Price is adjusted pursuant to Section 1.05(B), the number
of shares of the class of securities issuable upon exercise hereof also shall be
adjusted by multiplying the number of shares subject to this Warrant immediately
prior to the adjustment of the Exercise Price by a fraction (x) the numerator of
which is the Exercise Price immediately prior to the adjustment and (y) the
denominator of which is the adjusted Exercise Price.
(D) Adjustments for Certain Dividends and Distributions. In the event that
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at any time or from time to time after the Original Issue Date the Company shall
make or issue, or fix a record date for the determination of holders of the
class of securities issuable upon exercise hereof who are entitled to receive a
dividend or other distribution payable in securities of the Company, then and in
each such event, unless such dividend or distribution results in an adjustment
of the Exercise Price pursuant to Section 1.05(B), provision shall be made so
that the Registered Holder of this Warrant shall receive upon exercise hereof in
addition to the securities receivable hereupon, the amount of securities of the
Company that he would have received had this Warrant been exercised on the date
of such event and had he thereafter, during the period from the date of such
event to and including the exercise date, retained such securities receivable by
him as aforesaid during such period, giving application during such period to
all adjustments called for herein.
(E) Adjustment for Reclassification, Exchange, or Substitution. In the
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event that at any time or from time to time after the Original Issue Date, the
class of securities issuable upon the exercise of this Warrant shall be changed
into the same or a different number of shares of any class or classes of stock,
whether by capital reorganization, reclassification, or otherwise (other than a
subdivision or combination of shares or stock dividend provided for above, or a
merger, consolidation, or sale of assets provided for below), then and in each
such event the Registered Holder of this Warrant shall have the right thereafter
to exercise this Warrant for the kind and amount of shares of stock and other
securities and property receivable upon such reorganization, reclassification,
or other change, by holders of the number of shares of the class
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of securities into which such Warrant might have been exercisable for
immediately prior to such reorganization, reclassification, or change, all
subject to further adjustment as provided herein.
(F) Adjustment for Merger, Consolidation or Sale of Assets. In the event
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that at any time or from time to time after the Original Issue Date, the Company
shall merge or consolidate with or into another entity or sell all or
substantially all of its assets, this Warrant shall thereafter be exercisable
for the kind and amount of shares of stock or other securities or property to
which a holder of the number of shares of the class of securities of the Company
deliverable upon exercise of this Warrant would have been entitled upon such
consolidation, merger or sale; and, in such case, appropriate adjustment (as
determined in good faith by the Board of Directors) shall be made in the
application of the provisions set forth in this Section 1.05 with respect to the
rights and interest thereafter of the Registered Holder of this Warrant, to the
end that the provisions set forth in this Section 1.05 (including provisions
with respect to changes in and other adjustments of the Exercise Price) shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
shares of stock or other property thereafter deliverable upon the exercise of
this Warrant.
(G) No Impairment. The Company shall not, by amendment of its Charter or
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By-Laws or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company but shall at all times in good
faith assist in the carrying out of all the provisions of this Section 1.05 and
in the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Registered Holder of this Warrant against impairment.
(H) Notice of Adjustment of Number of Shares. Upon any adjustment,
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readjustment or other change relating to the number of shares purchasable upon
exercise of this Warrant or to the Exercise Price, then, and in each such case,
the Company at its expense shall give written notice thereof, in hand or by
first class mail, postage prepaid, addressed to the Registered Holder at the
address of such Registered Holder as shown on the books of the Company, which
notice shall state the Exercise Price resulting from such adjustment and the
increase or decrease in the number of shares (or other denominations of
securities) purchasable at the Exercise Price upon the exercise of this Warrant
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.
(I) Notice. In case at any time: (1) the Company shall pay any dividend or
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make any distribution (other than regular cash dividends from earnings or earned
surplus paid at an established rate) to the holders of the class of securities
issuable upon exercise of this Warrant; (2) the Company shall offer for
subscription pro rata to the holders of the class of securities issuable upon
exercise of this Warrant any additional shares of stock of any class or other
rights; (3) there shall be any capital reorganization or reclassification of the
capital stock of the Company, or consolidation or merger of the Company with or
sale of all or substantially all of its assets to another corporation; or (4)
there shall be a voluntary or involuntary dissolution, liquidation or winding up
of the Company; then, in any one or more of such cases, the Company
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shall give written notice, in hand or by first class mail, postage prepaid,
addressed to the Registered Holder at the address of such Registered Holder as
shown on the books of the Company of the date on which (a) the books of the
Company shall close or a record date shall be fixed for determining the
shareholders entitled to such dividend, distribution or subscription rights, or
(b) such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up shall take place, as the case may be.
Such notice shall also provide reasonable details of the proposed transaction
and specify the date as of which the holders of record of the class of
securities issuable upon exercise of this Warrant shall participate in such
dividend, distribution or subscription rights, or shall be entitled to exchange
their securities for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be. Such written notice shall be
given at least 20 days prior to the action in question and not less than 20 days
prior to the record date or the date on which the Company's transfer books are
closed in respect thereto.
(J) Voting Rights. This Warrant shall not entitle the Registered Holder to
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any voting rights or any other rights as a stockholder of the Company but upon
presentation of this Warrant with the subscription form annexed duly executed
and the tender of payment of the Exercise Price at the office of the Company
pursuant to the provisions of this Warrant the Registered Holder shall forthwith
be deemed a stockholder of the Company in respect of the securities for which
the Registered Holder has so subscribed and paid.
(K) No Change Necessary. The form of this Warrant need not be changed
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because of any adjustment in the Exercise Price or in the number of shares
issuable upon its exercise. A Warrant issued after any adjustment on any
partial exercise or upon replacement may continue to express the same Exercise
Price and the same number of shares (appropriately reduced in the case of
partial exercise) as are stated on this Warrant as initially issued, and that
Exercise Price and that number of shares shall be considered to have been so
changed as of the close of business on the date of adjustment.
2. Covenant of the Company. All securities which may be issued upon the
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exercise of the rights represented by this Warrant shall, upon issuance, be duly
authorized, validly issued, fully paid and non-assessable and free from all
taxes, liens and charges with respect to the issue thereof.
3. Fractional Shares. No fractional shares or scrip representing fractional
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shares shall be issued upon exercise of this Warrant. If, upon exercise of this
Warrant as an entirety, the Registered Holder would be entitled to receive a
fractional share, then the Company shall pay in cash to such Registered Holder
an amount equal to such fractional share multiplied by the fair market value of
one share of the class of securities issuable upon exercise of this Warrant (as
determined by the Board of Directors of the Company) on the date of such
exercise.
4. Substitution. In the case this Warrant shall be mutilated, lost, stolen or
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destroyed, the Company will issue a new Warrant of like tenor and denomination
and deliver the same (a) in exchange and substitution for and upon surrender and
cancellation of any mutilated Warrant, or
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(b) in lieu of any Warrant lost, stolen or destroyed, upon receipt of evidence
satisfactory to the Company of the loss, theft, or destruction of such Warrant
(including a reasonably detailed affidavit with respect to the circumstances of
any loss, theft or destruction), and of indemnity (or, in the case of the
initial Registered Holder or any other institutional holder, an indemnity
agreement) satisfactory to the Company.
5. Transfer Restrictions. This Warrant shall not be sold, transferred, pledged
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or hypothecated unless the proposed disposition is the subject of a currently
effective registration statement under the Securities Act of 1933, as amended,
or unless the Company has received an opinion of counsel reasonably satisfactory
in form and scope to the Company that such registration is not required.
6. Remedies. The Company stipulates that the remedies at law of the Registered
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Holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for that specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
7. Taxes. The Company shall pay any taxes or other charges that may be imposed
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in respect of the issuance and delivery of the Warrant or any securities or
other property upon exercise hereof.
8. Governing Law. This Warrant and its provisions and the rights and
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obligations of the parties hereunder shall be governed by, and construed and
enforced in accordance with, the substantive laws of The Commonwealth of
Massachusetts, without regard to its principles of conflicts of laws.
9. Miscellaneous. This Warrant and any term hereof may be changed, waived,
-------------
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. The invalidity or unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provision.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
President thereunto duly authorized under seal this 26th day of August, 1996.
ATTEST: LIGHTBRIDGE, INC.
_______________________________ By:_____________________________
Its President
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SUBSCRIPTION FORM
-----------------
The undersigned, the Registered Holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, shares of common stock of LIGHTBRIDGE, INC.
and herewith makes payment of $ therefor and requests that the certificates
representing such shares be issued in the name of and delivered to:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
if such shares shall not include all of the shares issuable under this Warrant,
that a new Warrant of like tenor and date be delivered to the undersigned holder
for the shares not issued.
Dated: _____________________________ ____________________________________
Signature
FORM OF ASSIGNMENT
------------------
For value received the undersigned hereby sells, assigns and transfers unto
____________________________ whose address is _________________________________
_____________________________________________________________________________,
the within Warrant with respect to ___________ shares purchasable thereby, and
does hereby irrevocably constitute and appoint
___________________________________ attorney to transfer the within Warrant on
the books of the within named corporation with full power of substitution in the
premises.
Dated:__________________________________
In the presence of:
___________________________________ ______________________________________
Signature
EXHIBIT F
REGISTRATION RIGHTS AGREEMENT
August 26, 1996
Sheng Ren Trust
c/o Mr. Brian E. Boyle
31 Hallett Hill Road
Weston, MA 02193
Dear Mr. Boyle:
This will confirm that pursuant to the letter agreement of even date
herewith (the "Letter Agreement") between the Lightbridge, Inc. (the "Company")
and Brian E. Boyle, and as an inducement to Mr. Boyle to consummate the
transactions contemplated by the Letter Agreement, the Company covenants and
agrees with Mr. Boyle as follows:
1. Certain Definitions. As used in this Agreement, the following terms
-------------------
shall have the following respective meanings:
"Warrant" shall mean the warrant to purchase 100,000 shares of Common
-------
Stock issued by the Company to the Sheng Ren Trust on the date hereof.
"Commission" shall mean the Securities and Exchange commission, or any
----------
other federal agency at the time administering the Securities Act.
"Common Stock" shall mean the Common Stock, $.01 par value, of the
------------
Company, as constituted as of the date of this Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
------------
amended, or any similar federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.
"Registration Expenses" shall mean the expenses so described in Section
---------------------
6.
"Restricted Stock" shall mean the 100,000 shares of Common Stock issued
----------------
upon exercise of the Warrant on the date hereof excluding Common Stock
which has been (a) registered under the Securities Act pursuant to an
effective registration statement filed thereunder and disposed of in
accordance with the registration statement covering them or (b) publicly
sold pursuant to Rule 144 under the Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as amended, or
--------------
any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean the expenses so described in Section 6.
----------------
2. Restrictive Legend. Each certificate or other document representing
------------------
Restricted Stock or the Warrant shall, except as otherwise provided in this
Section 2 or in Section 3, be stamped or otherwise imprinted with a legend
substantially in the following form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS
BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE."
A certificate or other document shall not bear such legend if in the opinion of
counsel satisfactory to the Company (it being agreed that Hale and Dorr shall be
satisfactory) the securities being sold thereby may be publicly sold without
registration under the Securities Act.
3. Notice of Proposed Transfer. Prior to any proposed transfer of the
---------------------------
Warrant or any Restricted Stock (other than under the circumstances described in
Section 4), the holder thereof shall give written notice to the Company of its
intention to effect such transfer. Each such notice shall describe the manner
of the proposed transfer and, if requested by the Company, shall be accompanied
by an opinion of counsel satisfactory to the Company (it being agreed that Hale
and Dorr shall be satisfactory) to the effect that the proposed transfer may be
effected without registration under the Securities Act, whereupon the holder of
such securities shall be entitled to transfer such securities in accordance with
the terms of its notice; provided, however, that no such opinion of counsel
-----------------
shall be required for a transfer to one or more partners of the transferor (in
the case of a transferor that is a partnership) or to an affiliated corporation
(in the case of a transferor that is a corporation). Each certificate or other
document representing Restricted Stock or the Warrant transferred as above
provided shall bear the legend set forth in Section 2, except that such
certificate or other document shall not bear such legend if (i) such transfer is
in accordance with the provisions of Rule 144 (or any other rule permitting
public sale without registration under the Securities Act) or (ii) the opinion
of counsel referred to above is to the further effect that the transferee and
any subsequent transferee (other than an affiliate of the Company) would be
entitled to transfer such securities in a public sale without registration under
the Securities Act. The restrictions provided for in this Section 3 shall not
apply to securities which are not required to bear the legend prescribed by
Section 2 in accordance with the provisions of that Section.
4. Incidental Registration. If the Company at any time proposes to
-----------------------
register any of its securities under the Securities Act for sale to the public,
whether for its own account or for the account of other security holders or both
(except with respect to registration statements on Forms S-4, S-8 or another
form not available for registering the Restricted Stock for sale to the public),
each such time it will give written notice to all holders of outstanding
Restricted Stock of its intention so to do. Upon the written request of any
such holder, received by the Company within 30 days after the giving of any such
notice by the Company, to register any of the Restricted Stock (which request
shall state the intended method of disposition thereof), the
-2-
Company will use its best efforts to cause the Restricted Stock as to which
registration shall have been so requested to be included in the securities to be
covered by the registration statement proposed to be filed by the Company, all
to the extent requisite to permit the sale or other disposition by the holder
(in accordance with its written request) of such Restricted Stock so registered.
In the event that any registration pursuant to this Section 4 shall be, in whole
or in part, an underwritten public offering of Common Stock, the number of
shares of Restricted Stock to be included in such an underwriting may be reduced
(pro rata among all holders of registration rights requesting registration based
upon the number of shares of Common Stock (excluding Common Stock which has been
(a) registered under the Securities Act pursuant to an effective registration
statement filed thereunder and disposed of in accordance with the registration
statement covering them or (b) publicly sold pursuant to Rule 144 under the
Securities Act) owned by such holders) if and to the extent that the managing
underwriter shall be of the opinion that such inclusion would adversely affect
the marketing of the securities to be sold by the Company therein, provided,
--------
however, that such number of shares of Restricted Stock shall not be reduced if
- -------
any shares are to be included in such underwriting for the account of any person
other than the Company, requesting holders of Restricted Stock or parties to
that certain Registration Rights Agreement dated February 11, 1991, as amended,
among the Company and certain of its security holders (the "Prior Registration
Rights Agreement"), and provided, further, however, that in no event may less
-------- ------- -------
than one-third of the total number of shares of Common Stock to be included in
such underwriting be made available for shares of Restricted Stock and shares
registerable under the Prior Registration Rights Agreement. Notwithstanding the
foregoing provisions, the Company may withdraw any registration statement
referred to in this Section 4 without thereby incurring any liability to the
holders of Restricted Stock.
5. Registration Procedures. If and whenever the Company is required by the
-----------------------
provisions of Section 4 to use its best efforts to effect the registration of
any shares of Restricted Stock under the Securities Act, the Company will
promptly:
(a) prepare and file with the Commission a registration statement with
respect to such securities and use its best efforts to cause such registration
statement to become and remain effective for the period of the distribution
contemplated thereby (determined as hereinafter provided);
(b) prepare and file with the Commission 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
specified in paragraph (a) above and comply with the provisions of the
Securities Act with respect to the disposition of all Restricted Stock covered
by, such registration statement in accordance with the sellers' intended method
of disposition set forth in such registration statement for such period;
(c) furnish to each seller of Restricted Stock and to each underwriter
such number of copies of the registration statement and the prospectus included
therein (including
-3-
each preliminary prospectus) as such persons reasonably may request in order to
facilitate the public sale or other disposition of the Restricted Stock covered
by such registration statement;
(d) use its best efforts to register or qualify the Restricted Stock
covered by such registration statement under the securities or "blue sky" laws
of such jurisdictions as the sellers of Restricted Stock or, in the case of an
underwritten public offering, the managing underwriter reasonably shall request,
provided, however, that the Company shall not for any such purpose be required
- -------- -------
to qualify generally to transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to consent to general service of
process in any such jurisdiction;
(e) use its best efforts to list the Restricted Stock covered by such
registration statement with any securities exchange, if any, on which the Common
Stock of the Company is then listed;
(f) immediately notify each seller of Restricted Stock and each
underwriter under such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event of which the Company has knowledge as a result of which
the prospectus contained in such 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 light of the circumstances then existing;
(g) if the offering is underwritten and at the request of any seller of
Restricted Stock, use its best efforts to furnish on the date that Restricted
Stock is delivered to the underwriters for sale pursuant to such registration:
(i) an opinion dated such date of counsel representing the Company for the
purposes of such registration, addressed to the underwriters and to such seller,
stating that such registration statement has become effective under the
Securities Act and that (A) to the best knowledge of such counsel, no stop order
suspending the effectiveness thereof has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the Securities
Act, (B) the registration statement, the related prospectus and each amendment
or supplement thereof comply as to form in all material respects with the
requirements of the Securities Act (except that such counsel need not express
any opinion as to financial statements contained therein) and (C) to such other
effects as reasonably may be requested by counsel for the underwriters or by
such seller or its counsel and (ii) a letter dated such date from the
independent public accountants retained by the Company, addressed to the
underwriters and to such seller, stating that they are independent public
accountants within the meaning of the Securities Act and that, in the opinion of
such accountants, the financial statements of the Company included in the
registration statement or the prospectus, or any amendment or supplement
thereof, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act, and such letter shall
additionally cover such other financial matters (including information as to the
period ending no more than five business days prior to the date of such letter)
with respect to such registration as such underwriters reasonably may request;
and
-4-
(h) make available for inspection by each seller of Restricted Stock, any
underwriter participating in any distribution pursuant to such registration
statement, and any attorney, accountant or other agent retained by such seller
or underwriter, all financial and other records, pertinent corporate documents
and properties of the Company, and cause the Company's officers, directors and
employees to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such registration
statement.
For purposes of Section 5(a) and 5(b), the period of distribution of
Restricted Stock in a firm commitment underwritten public offering shall be
deemed to extend until each underwriter has completed the distribution of all
securities purchased by it, and the period of distribution of Restricted Stock
in any other registration shall be deemed to extend until the earlier of the
sale of all Restricted Stock covered thereby and 120 days after the effective
date thereof.
In connection with each registration hereunder, the sellers of Restricted
Stock will furnish to the Company in writing such information with respect to
themselves and the proposed distribution by them as reasonably shall be
necessary in order to assure compliance with federal and applicable state
securities laws.
In connection with each registration pursuant to Section 4 covering an
underwritten public offering, the Company and each seller agree to enter into a
written agreement with the managing underwriter selected in the manner herein
provided in such form and containing such provisions as are customary in the
securities business for such an arrangement between such underwriter and
companies of the Company's size and investment stature.
6. Expenses. All expenses incurred by the Company in complying with
--------
Section 4 including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel and independent public
accountants for the Company, fees and expenses (including counsel fees) incurred
in connection with complying with state securities or "blue sky" laws, fees of
the National Association of Securities Dealers, Inc., transfer taxes, fees of
transfer agents and registrars, costs of insurance and fees and disbursements of
one counsel for the sellers of Restricted Stock, but excluding any Selling
Expenses, are called "Registration Expenses". All underwriting discounts and
selling commissions applicable to the sale of Restricted Stock are called
"Selling Expenses".
Except as may otherwise be required by various blue sky laws, the Company
will pay all Registration Expenses in connection with each registration
statement under Section 4. All Selling Expenses in connection with each
registration statement under Section 4 shall be borne by the participating
sellers in proportion to the number of shares sold by each, or by such
participating sellers other than the Company (except to the extent the Company
shall be a seller) as they may agree.
7. Indemnification and Contribution. (a) In the event of a registration of
--------------------------------
any of the Restricted Stock under the Securities Act pursuant to Section 4, the
Company will indemnify and
-5-
hold harmless each seller of such Restricted Stock thereunder, each underwriter
of such Restricted Stock thereunder and each other person, if any, who controls
such seller or underwriter within the meaning of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which such seller,
underwriter or controlling person may become subject under the Securities 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 any registration statement
under which such Restricted Stock was registered under the Securities Act
pursuant to Section 4, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, 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 in light of the
circumstances under which they were made not misleading, and will reimburse each
such seller, each such underwriter and each such controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action,
provided, however, that the Company will not be liable in any such case if and
- --------
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 so made in conformity with information furnished by any such
seller, any such underwriter or any such controlling person in writing
specifically for use in such registration statement or prospectus.
(b) In the event of a registration of any of the Restricted Stock under
the Securities Act pursuant to Section 4, each seller of such Restricted Stock
thereunder, severally and not jointly, will indemnify and hold harmless the
Company, each person, if any, who controls the Company within the meaning of the
Securities Act, each officer of the Company who signs the registration
statement, each director of the Company, each underwriter and each person who
controls any underwriter within the meaning of the Securities Act, against all
losses, claims, damages or liabilities, joint or several, to which the Company
or such officer, director, underwriter or controlling person may become subject
under the Securities 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 under which such Restricted Stock was registered
under the Securities Act pursuant to Section 4, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereof, 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 in light of the circumstances under which they were made not
misleading, and will reimburse the Company and each such officer, director,
underwriter and controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action, provided however, that such seller will be
-------- -------
liable hereunder in any such loss if and only 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 reliance upon
and in conformity with information pertaining to such seller, as such, furnished
in writing to the Company by such seller specifically for use in such
registration statement or prospectus, and provided, further, however, that the
liability of each seller hereunder shall be limited to the
proportion of any such loss, claim, damage, liability or expense which is equal
to the proportion that the public offering price of the shares sold by such
seller under such registration statement bears to the total public offering
price of all securities sold thereunder, but not in any event to exceed the
proceeds received by such seller from the sale of Restricted Stock covered by
such registration statement.
(c) Promptly after receipt by an indemnified party hereunder of notice of
the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party hereunder, notify
the indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
such indemnified party other than under this Section 7 and shall only relieve it
from any liability which it may have to such indemnified party under this
Section 7 if and to the extent the indemnifying party is prejudiced by such
omission. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 7 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected, provided,
however, that, if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be reasonable defenses available to it which are
different from or in addition to those available to the indemnifying party or if
the interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying party, the indemnified party shall have the
right to select a single separate counsel and to assume such legal defenses and
otherwise to participate in the defense of such action, with the expenses and
fees of such separate counsel and other reasonable expenses related to such
participation to be reimbursed by the indemnifying party as incurred.
(d) In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) any holder of
Restricted Stock exercising rights under this Agreement, or any controlling
person of any such holder, makes a claim for indemnification pursuant to this
Section 7 but it 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 this Section 7 provides for
indemnification in such case, or (ii) contribution under the Securities Act may
be required on the part of any such selling holder or any such controlling
person in circumstances for which indemnification is provided under this Section
7; then, and in each such case, the Company and such holder will contribute to
the aggregate losses, claims, damages or liabilities to which they may be
subject (after contribution from others) in such proportion so that such holder
is responsible for the portion represented by the percentage that the public
offering price of its Restricted Stock offered by the registration statement
bears to the public offering price of all securities offered by such
registration
-7-
statement, and the Company is responsible for the remaining portion; provided,
however, that, in any such case, (A) no such holder will be required to
contribute any amount in excess of the public offering price of all such
Restricted Stock offered by it pursuant to such registration statement; and (B)
no person or entity guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from
any person or entity who was not guilty of such fraudulent misrepresentation.
8. Changes in Common Stock. If, and as often as, there is any change in
-----------------------
the Common Stock by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof so that the rights and privileges granted hereby shall
continue with respect to the Common Stock as so changed.
9. Rule 144 Reporting. With a view to making available the benefits of
------------------
certain rules and regulations of the Commission which may at any time permit the
sale of the Restricted Stock to the public without registration, at all times
after 90 days after any registration statement covering a public offering of
securities of the Company under the Securities Act shall have become effective,
the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act;
(b) use its best efforts to file with the Commission in a timely manner
all reports and other documents required of the Company under the Securities Act
and the Exchange Act; and
(c) furnish to each holder of Restricted Stock forthwith upon request a
written statement by the Company as to its compliance with the reporting
requirements of such Rule 144 and of the Securities Act and the Exchange Act, a
copy of the most recent annual or quarterly report of the Company, and such
other reports and documents so filed by the Company as such holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing such holder to sell any Restricted Stock without
registration.
10. Representations and Warranties of the Company. The Company represents
---------------------------------------------
and warrants to you as follows:
(a) The execution, delivery and performance of this Agreement by the
Company have been duly authorized by all requisite corporate action and will not
violate any provision of law, any order of any court or other agency of
government, the Charter or By-laws of the Company or any provision of any
indenture, agreement or other instrument to which it or any of its properties or
assets is bound, conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any such indenture, agreement
or other instrument or result in the creation or imposition of any lien, charge
or encumbrance of any nature whatsoever upon any of the properties or assets of
the Company.
-8-
(b) This Agreement has been duly executed and delivered by the Company and
constitutes the legal, valid and binding obligation of the Company, enforceable
in accordance with its terms.
11. Miscellaneous.
-------------
(a) All covenants and agreements contained 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 (including without
limitation transferees of the Warrant or any Restricted Stock), whether so
expressed or not, provided, however that registration rights conferred herein on
the holders of the Warrant or Restricted Stock shall only inure to the benefit
of a transferee of the Warrant or Restricted Stock if (i) there is transferred
to such transferee at least 20% of the total shares of Restricted Stock
originally issuable under the Warrant (as adjusted as may be required from time
to time by Section 8 hereof) to the direct or indirect transferor of such
transferee or (ii) such transferee is a partner, shareholder or affiliate of a
party hereto.
(b) All notices, requests, consents and other communications hereunder
shall be in writing and shall be mailed by certified or registered mail, return
receipt requested, postage prepaid, or telexed or telecopied, in the case of
non-U.S. residents, addressed as follows:
if to the Company at its address set forth in the Letter Agreement;
if to the Sheng Ren Trust c/o Brian E. Boyle, 31 Hallett Hill Road,
Weston, Massachusetts 02193;
if to any subsequent holder of Restricted Stock or the Warrant, to it
at such address as may have been furnished to the Company in writing by
such holder;
or, in any case, at such other address or addresses as shall have been furnished
in writing to the Company (in the case of a holder of Restricted Stock or the
Warrant) or to the holders of Restricted Stock and the Warrant (in the case of
the Company) in accordance with the provisions of this paragraph.
(c) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
(d) This Agreement may not be amended or modified, and no provision
hereof may be waived, without the written consent of the Company and the holders
of at least seventy-five percent (75%) of the outstanding shares of Restricted
Stock.
-9-
(e) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(f) The obligations of the Company to register shares of Restricted Stock
under Section 4 shall terminate twelve and one-half years from the date of this
Agreement.
(g) If requested in writing by the underwriters for the initial
underwritten public offering of securities of the Company, each holder of
Restricted Stock who is a party to this Agreement shall agree not to sell
publicly any shares of Restricted Stock or any other shares of Common Stock
(other than shares of Restricted Stock or other shares of Common Stock being
registered in such offering), without the consent of such underwriters, for a
period of not more than 90 days following the effective date of the registration
statement relating to such offering; provided, however, that all persons
-------
entitled to registration rights with respect to shares of Common Stock who are
not parties to this Agreement, all other persons selling shares of Common Stock
in such offering and all executive officers and directors of the Company shall
also have agreed not to sell publicly their Common Stock under the circumstances
and pursuant to the terms set forth in this Section 11(g).
(h) Notwithstanding the provisions of Section 5(a), the Company's obligation
to file a registration statement, or cause such registration statement to become
and remain effective, shall be suspended for a period not to exceed 90 days in
any 24-month period if there exists at the time material non-public information
relating to the Company which, in the reasonable opinion of the Company, should
not be disclosed.
(i) The Company shall not grant to any third party any registration rights
more favorable than any of those contained herein without the written consent of
the holders of at least ninety percent (90%) of the outstanding shares of
Restricted Stock, so long as any of the registration rights under this Agreement
remains in effect.
(j) If any provision of this Agreement shall be held to be illegal, invalid
or unenforceable, such illegality, invalidity or unenforceability shall attach
only to such provision and shall not in any manner affect or render illegal,
invalid or unenforceable any other provision of this Agreement, and this
Agreement shall be carried out as if any such illegal, invalid or unenforceable
provision were not contained herein.
-10-
Please indicate your acceptance of the foregoing by signing and returning
the enclosed counterpart of this letter, whereupon this Agreement shall be a
binding agreement between the Company and you.
Very truly yours,
LIGHTBRIDGE, INC.
By:_____________________________________
Pamela D.A. Reeve, President
AGREED TO AND ACCEPTED as of the
date first above written.
SHENG REN TRUST
By:____________________________________
Name:
Title:
-11-