1
EXHIBIT 10.47.8
License Termination Agreement
2
EXHIBIT 10.47.8; PAGE 1
LICENSE TERMINATION AGREEMENT
THIS LICENSE TERMINATION AGREEMENT (the "Agreement") is made and entered
into on the 5th day of August, 1997, by and between ELECTROPURE, INC. (formerly
HOH Water Technology Corporation), a California corporation (the "Company") and
EDI COMPONENTS (formerly, Electropure, Inc.), a California corporation
("Buyer").
1. EFFECTIVE DATE. The "Effective Date" of this Agreement shall be
August 5, 1997.
2. ISSUANCE OF SHARES. On the "Effective Date" hereof (as hereinabove
defined), the Company hereby issues a number of Shares of Electropure, Inc.
Class A Common Stock, $0.01 par value, (the "Initial Shares") with an aggregate
value equal to $725,000.00 (Buyer's initial principal investment in Electropure,
Inc.) in the names and amounts listed as "Initial Shares" on Exhibit "A"
attached hereto and made a part hereof. For purposes of determining the number
of shares for this issuance, the value of each Initial Share shall be determined
to be Two Dollars ($2.00) per share. Consequently, 362,500 Initial Shares are to
be issued pursuant to this Paragraph 2.
3. LICENSE TERMINATION. In consideration for the Initial Shares and the
Additional Shares described in Paragraph 5 hereof (collectively the "Shares"),
the following shall occur on the Effective Date hereof:
A. The Security Agreement dated as of July 29, 1992, including
any and all amendments thereto, between the Company and Buyer shall terminate
and shall be of no further force and effect;
B. The Electropure License Agreement dated as of July 29,
1992, including any and all amendments thereto, between the Company and Buyer
shall terminate and shall be of no further force and effect;
C. The Master Agreement between the Company and Buyer dated as
of July 29, 1992, including any and all amendments thereto, and particularly
Section 8 of such Master Agreement (providing for a Stock Right Agreement(s)),
and all Stock Right Agreements issued pursuant to such Master Agreement, shall
terminate and shall be of no further force and effect;
D. The Lease Agreement dated as of July 29, 1992, including
any and all amendments thereto, between the Company and Buyer shall terminate
and all assets leased thereby shall be conveyed back to the Company free and
clear of all encumbrances; provided, however, that such conveyance shall exclude
any assets heretofore disposed of, i.e., inventory, obsolete equipment,
furniture and fixtures. Further provided, however, that such conveyance shall
specifically include all capital equipment and molds, as defined in such Lease
Agreement, together with all manufacturing equipment leased thereby to Buyer.
E. The Company shall grant an extension, until October 1,
1997, on the term within which the warrants described in Exhibit "B", attached
hereto and made a part hereof, may be exercised.
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EXHIBIT 10.47.8; PAGE 2
F. Concurrently herewith, the Company has entered into an
Employment Agreement with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. For a period of five (5) years or
during the term that such Employment Agreement remains in effect or until all
Shares required to be issued hereunder have been issued to Buyer and registered
by the Company, whichever is longer, the Company will ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ the
following rights and authority:
(1) The right to nominate, subject to election by the
Company's shareholders, one (1) person to the Board of Directors of the Company.
The Company hereby agrees to use its best efforts to seek shareholder approval
for election of such nominee to the Board of Directors. Further, ▇▇. ▇▇▇▇▇▇▇
shall be entitled to appoint one (1) person to the Company's Board of Directors
upon execution hereof which appointee shall serve until he shall either resign
or his successor shall be duly elected by a vote of the Company's shareholders.
(a) In the event the nominee submitted by ▇▇. ▇▇▇▇▇▇▇
shall fail, for any reason, to be elected by the Company's shareholders (other
than the investors of Buyer), then in that event, all Shares issuable by the
Company under this License Termination Agreement shall immediately and
automatically be issuable at the then current Fair Market Value and the Company
shall use its best efforts to register all of such Shares as soon as
practicable.
(2) The authority, in his capacity and during the term
that he remains as President and Chief Executive Officer of the Company, to
enter into agreements of up to $50,000; provided, however, that such limitation
shall not apply in the case of employment arrangements to be negotiated by ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ with ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇ and/or ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the reasonableness
of which shall be determined by the Company's Board of Directors.
G. The Company will assume from Buyer all rights, duties,
interests and obligations as licensor under those certain license agreements
and/or restated license agreements executed with Glegg Water Conditioning, Inc.
and Polymetrics.
H. The Company will assume liability for payment of all
interest and principal for certain loans made to EDI Components as more fully
described in Exhibit "C" attached hereto and made a part hereof. The Company
will abide by any and all terms of said loans and/or will negotiate with each
individual lender to satisfy such liability on modified terms.
I. The Company shall purchase from Buyer, for a nominal fee to
be negotiated, all assets (other than those assets referred to in subparagraph D
above) currently held by Buyer and reasonably deemed necessary by the Company,
including but not limited to, cash reserves, office equipment and supplies,
tools, machinery, and shop supplies.
J. The Company and Buyer will do, or cause to be done, all
such acts and things, and to sign and deliver all such documents, as may be
deemed necessary, advisable and proper to carry out the terms herein stated,
particularly concerning the purchase and/or conveyance of assets as well as the
assumption of liability, rights and obligations under the loan and/or license
agreements referred to in this Paragraph 3, including any necessary UCC
Termination Statement(s) or filing(s) with the U.S. Patent
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EXHIBIT 10.47.8; PAGE 3
and Trademark Office to vest in the Company title to the patents described in
the Security Agreement dated as of July 29, 1992.
4. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to the Company:
A. The Shares are being acquired by Buyer for investment for
an indefinite period, for Buyer's own account, not as a nominee or agent, and
not with a view to the sale or distribution of any part thereof, and the Buyer
has no present intention of selling, granting participations in, or otherwise
distributing the same, except to the shareholders of Buyer as set forth in
Exhibit "A" attached hereto and made a part hereof.
B. Buyer does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer, or grant participation to such
person or to any third person, with respect to the Shares.
C. That Buyer understands that the Share have not been
registered under the Securities Act of 1933, as amended (the "Act"), in reliance
upon the exemptions from the registration provisions of the Act contained in
Section 4 (2) thereof, and any continued reliance on such exemption is
predicated on the representations of the Buyer set forth herein.
D. Buyer: (1) has adequate means of providing for his current
needs and possible contingencies, (2) has no need for liquidity in this
investment, (3) is able to bear the substantial economic risks of an investment
in the Shares for an indefinite period, (4) at the present time, can afford a
complete loss of such investment, and (5) does not have an overall commitment to
investments which are not readily marketable that is disproportionate to Buyer's
net worth, and Buyer's investment in the Shares will not cause such overall
commitment to become excessive.
E. Buyer is an "accredited investor" (as defined in Regulation
D promulgated under the Act) and the undersigned's total investment in the
Shares does not exceed 10% of the Buyer's net worth.
F. Buyer recognizes that the Company has had no revenues, is
in the development/pre-marketing stage and that the Shares as an investment
involve significant risks.
G. Buyer understands that the Shares must be held indefinitely
unless the sale or other transfer thereof is subsequently registered under the
Act, as amended, or an exemption from such registration is available. Buyer
further understands that the Company is under no obligation to register the
Shares on its behalf or to assist it in complying with any exemption from
registration except as otherwise provided herein.
H. Buyer will not transfer the Shares without registering them
under applicable federal and state securities laws unless the transfer is exempt
from registration. Buyer realizes that the Company may not allow a transfer of
Shares unless the transferee is also an "accredited investor". Buyer understands
that legends will be placed on certificates representing the Shares, with
respect to restrictions
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EXHIBIT 10.47.8; PAGE 4
on resale or other disposition of the Shares as provided by this License
Termination Agreement and that stop transfer instructions have or will be placed
with respect to the Shares so as to restrict the assignment, resale or other
disposition thereof.
I. The Company will direct its transfer agent, if any, to, or
will itself, place such a stop transfer order in its books respecting transfer
of the Shares, and the certificate or certificates representing the Shares will
bear the following legend or a legend substantially similar thereto:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF: (1) AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER THAT ACT, OR (2) AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED. THESE SECURITIES ARE ALSO
SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE LICENSE
TERMINATION AGREEMENT DATED AUGUST 5, 1997 BY AND BETWEEN
ELECTROPURE, INC. AND EDI COMPONENTS."
J. That Buyer understands that Rule 144, promulgated by the
Securities and Exchange Commission under the Act, may not be currently available
for sale of the Shares, and there is no assurance that it will be available at
any particular time in the future. If and when Rule 144 is available for sale of
the Common Stock underlying the Shares, such sales in reliance upon Rule 144 may
only be (1) in limited quantities after the Shares have been held for one year
after being sold by the Company, or (2) in unlimited quantities by
non-affiliates after the Shares have been held for two years after being issued
by the Company, in each case in accordance with the conditions of the Rule, all
of which must be met (including the requirement, if applicable, that adequate
information concerning the Company is then available to the public). The Company
and Buyer acknowledges that the Company has no obligation to supply the
information required for sales under Rule 144.
K. Termination of the License by Buyer for the Shares has been
determined by Buyer as fair and appropriate based solely upon Buyer's
independent investigation and due diligence of the Company, and neither Buyer
nor the Company nor any of their agents, including, without limitation, any of
their officers, directors, employees, accountants and attorneys, has made any
representations or warranties whatsoever in connection with the issuance of the
Shares by the Company to Buyer. Buyer has had sufficient opportunity in
connection with the issuance of the Shares to review the Company's business and
affairs (including, without limitation, the Company's financial statements and
other information included in the Company's Form 10-KSB for the fiscal year
ended October 31, 1996 and Forms 10-QSB for the fiscal quarters ended January
31, 1997 and April 30, 1997). The Buyer has had answered to his satisfaction any
questions with respect to the Company's business and affairs. Buyer further has
had the opportunity to obtain independent financial, legal, accounting,
business, tax and other appropriate advice with respect to the transactions
contemplated by this Agreement, and is not relying upon the Company or any of
its agents in any manner in connection with same.
L. As soon as practicable, Buyer agrees to obtain from the
investors of Buyer named on Exhibit "A" hereto, a written document approving the
terms of this License Termination Agreement and agreeing to the representations
and warranties of Buyer contained herein as they apply to each such investor of
Buyer.
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EXHIBIT 10.47.8; PAGE 5
5. ADDITIONAL SHARES.
A. Pursuant to the "Amendment to Master Agreement dated July
29, 1992", the Buyer has invested in EDI Components an amount equal to
$725,000.00 in Initial Capital Value (the "Capital Value").
B. Upon the Common Stock of the Company first having a per
share Market Value (as hereinafter defined) for thirty consecutive trading days
equal to or in excess each of $3.00, $4.00 and $5.50 per share (each a "Trigger
Value"), then the Company shall issue to the Buyer within fifteen (15) days of
first reaching each respective Trigger Value, additional shares of Electropure,
Inc. Class A Common Stock, in the names and amounts listed as "Additional
Shares" on Exhibit "C" hereto, with values equal to $675,006.00, $675,012, and
$674,982, respectively, for a total additional value of $2,025,000 (collectively
the "Additional Shares").
C. Fair Market Value per share of Common Stock of the Company
shall be determined as follows:
(1) If the Common Stock is listed on a National Securities
Exchange or admitted to unlisted trading privileges on such exchange or listed
for trading on the NASDAQ system, the Fair Market Value shall be the last
reported sale price of the Common Stock on such exchange or system for each
trading day or if no such sale is made (or reported) on such day, the average
closing bid and asked prices for such day on such exchange or system; OR
(2) If the Common Stock is not so listed or admitted to
unlisted trading privileges, the Fair Market Value shall be the mean of the last
reported bid and asked prices reported by the Electronic Bulletin Board or
National Quotation Bureau, Inc. on each trading day; OR
(3) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so reported, the
Fair Market Value shall be the net tangible book value per share as of the end
of the last fiscal year or, if higher, $0.01 per share.
6. REGISTRATION UNDER THE SECURITIES ACT OF 1933.
A. By executing this Agreement, Buyer agrees and understands
that the Company is under no obligation to register the Shares on its behalf or
to assist it in complying with any exemption from registration except on a "best
efforts" basis as set forth below.
B. Electropure intends to file a registration statement within
one (1) year. If Electropure files a registration statement (except on Forms S-4
or S-8) at any time following the date of this Agreement, Electropure shall
provide Buyer with four weeks' notice of its intention to file such registration
statement (the "Registration Statement") pursuant to the Securities Act of 1933,
as amended (the "Act"), to the end that the Shares may be sold under the Act as
promptly as practicable thereafter, subject to the trading restrictions
contained in Paragraph 7 of this Agreement, and Electropure will use its best
efforts to cause such registration to become effective and continue to be
effective (current)
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EXHIBIT 10.47.8; PAGE 6
(including the taking of such steps as are necessary to obtain the removal of
any stop order) for a period equal to the lesser of two (2) years following the
issuance of Shares at the $5.50 Trigger Value or until the holder has advised
Electropure that all of the Shares have been sold; provided, that if at the time
of a proposed registration statement, the Shares can be sold under Rule 144 of
the Act without any restriction and the Company removes any legends restricting
transfers of the Shares, the Company does not have to include the Shares in any
registration statement; provided further, that Buyer shall furnish Electropure
with appropriate information (relating to the intentions of such Buyer) in
connection therewith as Electropure shall reasonably request in writing.
C. Subject to the trading restrictions contained in Paragraph
7 of this Agreement, the following provision of this Section 6 shall also be
applicable:
(1) Following the effective date of such registration
statement, Electropure shall upon the request of any owner of the Shares
forthwith supply such a number of prospectuses meeting the requirements of the
Act, as shall be requested by such owner to permit such holder to make a public
offering of all the Shares from time to time offered or sold to such holder,
provided that such holder shall from time to time furnish Electropure with such
appropriate information (relating to the intentions of such holder) in
connection therewith as Electropure shall request in writing.
(2) Electropure shall bear the entire cost and expense of
any registration of securities under this Section 6 notwithstanding that other
shares may be included in any such registration. Any holder whose Shares are
included in any such registration statement pursuant to this Section 6 shall,
however, bear the fees of his own counsel and any registration fees, transfer
taxes or underwriting discounts or commissions applicable to the Shares sold by
it pursuant thereto.
(3) Electropure shall indemnify and hold harmless the
holder and any underwriter who may purchase from or sell for any such holder any
Shares or from and against any and all losses, claims, damages and liabilities
caused by any untrue statement or alleged untrue statement of a material fact
contained in the registration statement or any post-effective amendment thereto
under the Act or any prospectus included therein required to be filed or
furnished by reason of this Section 6 or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or alleged untrue statement or omission or alleged omission based upon
information furnished or required to be furnished in writing to Electropure by
such holder or underwriter expressly for use therein.
7. HOLDBACK AND RIGHT OF FIRST REFUSAL.
A. In addition to the restrictions imposed on the Shares by
the Securities Act of 1933, as amended (the "Act"), Buyer understands and agrees
that the Shares, when issued shall be subject to the following additional
trading restrictions:
(1) Buyer shall not sell any of the Initial Shares until
the effective date of the Registration Statement referred to in Paragraph 6B
above, nor for a period of six months following the effective date of such
Registration Statement. During the 90-day period beginning six (6) months after
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EXHIBIT 10.47.8; PAGE 7
such Registration Statement, Buyer may sell only up to 25% of the Shares
actually held by the Buyer as of such six (6) month anniversary, and in each
90-day period after such initial 90-day period, the Buyer can sell 25% of the
Shares actually then held by it on the first day of each such respective 90-day
period.
(2) Buyer shall not sell any of the Shares issued at a
Trigger Value of $3.00 per share until the effective date of the Registration
Statement referred to in Paragraph 6B above, nor for a period of eighteen (18)
months following the effective date of such Registration Statement. During the
90-day period beginning eighteen (18) months after such Registration Statement,
Buyer may sell only up to 25% of the Shares actually held by the Buyer as of
such eight (18) month anniversary, and in each 90-day period after such initial
90-day period, the Buyer can sell 25% of the Shares actually then held by it on
the first day of each such respective 90-day period.
(3) Buyer shall not sell any of the Shares issued at a
Trigger Value of $4.00 per share until the effective date of the Registration
Statement referred to in Paragraph 6B above, nor for a period of twenty-four
(24) months following the effective date of such Registration Statement. During
the 90-day period beginning twenty-four (14) months after such Registration
Statement, Buyer may sell only up to 25% of the Shares actually held by the
Buyer as of such twenty-four (24) month anniversary, and in each 90-day period
after such initial 90-day period, the Buyer can sell 25% of the Shares actually
then held by it on the first day of each such respective 90-day period.
(4) Buyer shall not sell any of the Shares issued at a
Trigger Value of $5.50 per share until the effective date of the Registration
Statement referred to in Paragraph 6B above, nor for a period of thirty (30)
months following the effective date of such Registration Statement. During the
90-day period beginning thirty (30) months after such Registration Statement,
Buyer may sell only up to 25% of the Shares actually held by the Buyer as of
such thirty (30) month anniversary, and in each 90-day period after such initial
90-day period, the Buyer can sell 25% of the Shares actually then held by it on
the first day of each such respective 90-day period.
(5) For purposes hereof, the percentage of Shares and/or
Initial Shares tradeable by the owner thereof shall be based on the number of
Shares of Common Stock held by the owner of such shares at the beginning of each
respective 90-day period.
B. If Buyer proposes to engage in a bona fide Sale (other than
in the over-the-counter market), directly or indirectly, to an unaffiliated,
bona fide third party, any of the Shares, then prior to taking any such action,
the Buyer shall deliver to the Company a statement in writing (the "Statement")
setting forth (1) the date of the Statement (the "Statement Date"); (2) the
manner in which the Sale is proposed to occur; (3) the consideration for the
Sale; (4) the purchaser's name, address and telephone number; (5) the
purchaser's willingness to supply any additional information about himself as
may be reasonably requested by the Company; and (6) a copy of the related
legally binding offer (the "Offer") of purchase. The Company shall thereupon
have the irrevocable and exclusive option, but not the obligation (the
"Option"), to purchase all of the Shares subject to the Option upon the same
terms and conditions set forth in the Statement. The Option shall be exercised
by the Company by giving notice (the "Option Notice") to the Buyer, within
fifteen (15) days following the date of the Statement, that the Company elects
to exercise the Option. Upon exercise of the Option, the Buyer shall have the
obligation to consummate the Sale on and subject to the terms and conditions set
forth in the Statement. Failure by the
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EXHIBIT 10.47.8; PAGE 8
Company to exercise the option to give an Option Notice shall be deemed an
election by it not to exercise the Option. A Sale shall mean any sale of the
Shares.
8. CHANGE IN CONTROL. Within sixty (60) days of a "Change in Control"
(as defined below) of the Company which Change of Control has not been consented
to by Buyer, Buyer shall automatically be entitled to the immediate issuable of
the Shares due hereunder at the then Fair Market Value.
For purposes of this Agreement, a Change in Control of the Company shall
be deemed to have occurred if (A) there shall be consummated (1) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the Company's
Common Stock would be converted into cash, securities or other property, other
than a merger of the Company in which the holders of the Company's Common Stock
immediately prior to the merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger, or (2) any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets of the
Company, or (B) the stockholders of the Company approved any plan or proposal
for the liquidation or dissolution of the Company, or (C) any person (as such
term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), shall become the beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act) of twenty percent
(20%) or more of the Company's outstanding Common Stock (except upon the
conversion of Class B Common Stock into Common Stock or upon the issuance of the
Shares contemplated to be issued pursuant to this Agreement or upon the issuance
of shares pursuant to the Company's intended offering of securities), or (D)
during any period of two (2) consecutive years beginning August 12, 1997,
individuals who at the beginning of such period constitute the entire Board of
Directors shall cease for any reason to constitute a majority thereof unless the
election, or the nomination for election by the Company's stockholders, or each
new director was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who were directors at the beginning of the
period.
9. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings relating to such subject matter.
10. AMENDMENT. This Agreement may not be amended except by written
document executed by the parties.
11. SUBJECT HEADINGS. Subject headings are included for convenience only
and shall not be deemed part of this Agreement.
12. SEVERABILITY. If any provision of this Agreement shall be held
unenforceable as applied to any circumstance, the remainder of this Agreement
and the application of such provision to other circumstances shall be
interpreted so as best to effect the intent of the parties. The parties further
agree to replace any such unenforceable provision with an enforceable provision
(and to take such other action) which will achieve, to the extent possible, the
purposes of the unenforceable provision.
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EXHIBIT 10.47.8; PAGE 9
13. CHOICE OF LAW AND VENUE. This Agreement shall be governed by and
construed under the laws of the State of California in force from time to time.
Any proceeding arising out of this Agreement shall be brought in Orange County,
California.
14. ATTORNEYS' FEES. In any action to enforce this Agreement, the
prevailing party shall be entitled to recover from the non-prevailing party all
reasonable costs, including, without limitation, attorneys' fees.
15. PARTIES BOUND. This Agreement is binding on and shall inure to the
benefit of the parties and their respective successors, assign, heirs, and legal
representatives.
16. SURVIVAL. The representations, warranties, covenants, and agreements
contained in this Agreement shall survive the consummation of the transactions
contemplated hereby.
17. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COMPANY: ELECTROPURE, INC.
By: /S/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Financial Officer
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
BUYER: EDI COMPONENTS
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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EXHIBIT 10.47.8; PAGE 10
EXHIBIT "A"
TO
LICENSE TERMINATION AGREEMENT
TRIGGER VALUE
--------------------------------------------------
INITIAL
SHARES ADDITIONAL SHARES
------- ----------------------------------
TOTAL
SHAREHOLDER $2.00 $3.00 $4.00 $5.50 SHARES
------------------ ------ ------ ------ ------ ------
▇▇▇▇▇▇, ▇▇▇ ▇. 12,500 2,778 2,082 1,516 18,876
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 12,500 8,331 6,251 4,546 31,628
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. 25,000 16,667 12,501 9,090 63,258
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. 25,000 16,667 12,501 9,090 63,258
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. 25,000 16,667 12,501 9,090 63,258
▇▇▇▇▇, ▇▇▇▇▇ ▇. 12,500 8,331 6,251 4,546 31,628
▇▇▇▇▇▇▇, ▇. ▇▇▇▇ 62,500 41,669 31,250 22,726 158,145
▇▇▇▇▇, ▇▇▇▇▇ ▇. 50,000 22,223 16,665 12,122 101,010
Panning, ▇▇▇▇▇ ▇. 50,000 33,333 25,000 18,182 126,515
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 25,000 16,667 12,501 9,090 63,258
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. 37,500 25,002 18,749 13,636 94,887
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 25,000 16,667 12,501 9,090 63,258
------- ------- ------- ------- -------
TOTALS: 362,500 225,002 168,753 122,724 878,979
======= ======= ======= ======= =======
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EXHIBIT 10.47.8 PAGE 11
EXHIBIT "B"
TO
LICENSE TERMINATION AGREEMENT
EXERCISE NO. OF
WARRANT NO. WARRANTHOLDER PRICE WARRANTS
----------- ---------------- ----- ------
E-1021 ▇▇▇▇▇▇, ▇▇▇ $0.50 10,000
E-1022 ▇▇▇▇▇▇, ▇▇▇ $0.50 2,500
E-1013 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ $0.50 6,800
E-1014 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ $0.50 3,200
E-1034 ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. $0.50 4,000
▇-▇▇▇▇ ▇▇▇▇▇▇▇, ▇. ▇▇▇▇ $0.50 6,400
E-1008 ▇▇▇▇▇▇▇, ▇▇▇▇▇ $0.50 20,000
E-1022 ▇▇▇▇▇▇▇, ▇▇▇▇▇ $0.50 20,000
E-1001 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ $0.50 20,000
E-1026 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ $0.50 2,500
------ ---------------- ----- ------
95,400
======
13
EXHIBIT 10.47.8; PAGE 12
EXHIBIT "C"
TO
LICENSE TERMINATION AGREEMENT
INTEREST PRINCIPAL
LENDER LOAN DATE DUE DATE RATE LOAN AMOUNT
----------------- -------- -------- ----- -------
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇(1) 11/02/93 11/02/95 8.5% 25,000
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 11/30/95 02/28/96 9% 10,000
▇▇▇▇▇▇▇, ▇▇▇▇(2) 08/30/96 N/A N/A 25,000
▇▇▇▇▇, ▇▇▇▇▇▇▇(3) 12/31/96 12/31/98 10% 50,000
▇▇▇▇▇, ▇▇▇▇▇▇▇ 02/25/97 02/25/99 10% 50,000
▇▇▇▇▇, ▇▇▇▇▇▇▇ 04/10/97 04/10/99 10% 50,000
-------- -------- ----- -------
210,000
-------
-----------------------------
1 On 02/28/96, Dr. and ▇▇▇. ▇▇▇▇▇▇▇ converted $5,000 in added principal
plus $6,287.23 in accrued interest into 125,414 shares of the Company's
common stock at $0.12 per share. The $25,000 principal loan remains
outstanding.
2 ▇▇. ▇▇▇▇▇▇▇ had originally intended to subscribe to the Company's
August, 1995 confidential private placement offering under the
assumption that the July, 1992 license relationship between the Company
and Buyer would be terminated at or around that time. Such subscription
was not concluded and, as a result, the principal amount paid by ▇▇.
▇▇▇▇▇▇▇ has been carried by EDI Components as a loan.
3 The loan agreements provide the right to convert each of the $50,000
loans made by ▇▇. ▇▇▇▇▇ to an EDI investment position and receipt, upon
conversion, in the aggregate: a) a Stock Right Agreement to purchase,
at 25% discount, up to $150,000 in additional shares; b) Warrants to
purchase 53,775 shares of Electropure common Stock at $0.50 per share;
and c) payment by Electropure in the sum of $200,000 upon license
termination.