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N2H2, INC.
REGISTRATION RIGHTS AGREEMENT
DATED
AS OF
APRIL 8, 1999
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CONTENTS
1. Definitions .......................................... 1
2. Company Registration ................................. 2
4. Obligations of the Company ........................... 4
5. Furnish Information .................................. 5
6. Expenses of Registration ............................. 6
7. Underwriting Requirements ............................ 6
8. Delay of Registration ................................ 6
9. Indemnification ...................................... 7
10. Reports Under the Act ................................ 9
11. Assignment of Registration Rights .................... 10
12. Limitations on Subsequent Registration Rights ........ 10
13. "Market Standoff" Agreement .......................... 11
14. Termination of Registration Rights ................... 11
15. Miscellaneous ........................................ 12
15.1 Notices ......................................... 12
15.2 Amendments and Waivers .......................... 12
15.3 Governing Law; Jurisdiction; Venue .............. 12
15.4 Successors and Assigns .......................... 12
15.5 Severability .................................... 12
15.6 Entire Agreement; Counterparts .................. 13
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N2H2, INC.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of
April 8, 1999, and shall be effective as of December 31, 1998, by and among
N2H2, Inc., a Washington corporation (the "COMPANY"), and the persons listed on
the signature pages to this Agreement (collectively, the "SHAREHOLDERS" and
individually, a "SHAREHOLDER").
RECITALS
A. The Shareholders hold or are acquiring shares of common stock of the
Company (the "COMMON STOCK") pursuant to the terms of either (i) a Loan
Conversion Agreement dated April 8, 1999 by and among the Company, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, the ▇▇▇▇▇▇ Group, a Washington general partnership (the "▇▇▇▇▇▇
GROUP") and Seattle Tractor Parts and Equipment, Inc., a Washington corporation
(the "CONVERSION AGREEMENT") and a subsequent Assignment of Interest dated as
of April 8, 1999 between the ▇▇▇▇▇▇ Group and the partners of the ▇▇▇▇▇▇ Group
listed on the signature pages thereto (the "PARTNERS"), each of whom hereby
designates ▇▇▇▇ ▇. ▇▇▇▇▇▇ (or his successor) as his or her exclusive
representative with the power to act for and bind them and to receive any
notes or documents to be sent to them pursuant to this Agreement, or (ii) a
Securities Purchase Agreement dated as of December 31, 1998 by and among the
Company and the purchasers listed on Schedule A thereto (the "PURCHASE
AGREEMENT").
B. It is a condition to the obligations of the parties to the
Conversion Agreement and the Purchase Agreement that this Agreement be executed
by the Company and the Shareholders.
AGREEMENT
1. DEFINITIONS
For purposes of this Agreement, the following terms have the following
meanings:
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(a) "Form S-3" means such form under the Act as in effect on
the date hereof or any registration form under the Act subsequently adopted by
the Securities and Exchange Commission (the "SEC") that similarly permits
inclusion or incorporation of substantial information by reference to other
documents filed by the Company with the SEC.
(b) "Holder" means any person owning or having the right to
acquire Registrable Securities who is a party to this Agreement as of the date
hereof or who may be added as a party pursuant to the terms of this Agreement,
and any assignee thereof;
(c) "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933, as amended (the
"Act"), and the declaration or order of effectiveness of such registration
statement or document;
(d) "Registrable Securities" means (i) Common Stock of the
Company held by the parties to this Agreement as of January 31, 1999, (ii) any
Common Stock of the Company issued or issuable pursuant to the terms of the
Purchase Agreement or the Conversion Agreement, and (iii) any Common Stock of
the Company issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of Common
Stock, excluding in all cases, however, any Registrable Securities sold by a
person in a transaction in which its rights under this Agreement are not
assigned and any Common Stock which the holder thereof is entitled to sell into
the public market, together with all other Registrable Securities of the Company
beneficially owned by such holder (and all Registrable Securities as to which
such holder shares beneficial ownership) that is at the time of registration,
transferable by the holder thereof in a single brokerage transaction under the
provisions and within the volume limitations of Rule 144(e)(1) promulgated under
the Act or any successor to such Rule;
(e) "Registrable Securities then outstanding" means the number
of shares of Common Stock outstanding which are, and the number of shares of
Common Stock issuable pursuant to then exercisable or convertible securities
which are, Registrable Securities; and
(f) "SEC" means the Securities and Exchange Commission.
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2. COMPANY REGISTRATION
If the Company proposes to register (including for this purpose a
registration effected by the Company for shareholders other than the Holders)
any of its stock or other securities under the Act in connection with the
public offering of such securities solely for cash (other than a registration
relating solely to the sale of securities to participants in a Company stock
plan, or a registration on any form that does not include substantially the
same information as would be required to be included in a registration
statement covering the sale of Registrable Securities), the Company shall, at
each such time, give each Holder written notice of such registration at least
30 days prior to filing for registration. Upon the written request of each such
Holder given within 10 days after receipt of such notice by the Company, the
Company shall, subject to the provisions of Section 7, use commercially
reasonable efforts to cause to be registered under the Act all of the
Registrable Securities that each such Holder has requested to be registered. In
the event that the Company decides for any reason not to complete the
registration of shares of Common Stock other than Registrable Securities, the
Company shall have no obligation under this Section 2 to continue with the
registration of Registrable Securities. Any request pursuant to this Section 2
to register Registrable Securities as part of an underwritten public offering
of Common Stock shall specify that such Registrable Securities are to be
included in the underwriting on the same terms and conditions as the shares of
Common Stock otherwise being sold through underwriters under such registration.
3. FORM S-3 REGISTRATION
Notwithstanding any other provision of this Section 3, the registration
rights afforded by this Section 3 shall be available solely to the Partners and
their transferees and shall be administered as follows:
(a) If the Company shall receive a written request from one or more
Holders that the Company effect a registration on Form S-3, then the Company
shall, within 10 days after the receipt of such request, give written notice of
such request to all Holders and shall, subject to the limitations set forth
below, use commercially reasonable efforts to effect as soon as practicable the
registration under the Act of all Registrable Securities that the Holders
request to be registered in a written request to be given within 30 days of
receipt of such notice by the Company.
(b) Notwithstanding the foregoing, the Company shall not be obligated to
effect any such registration pursuant to this Section 3 if (i) Form S-3 is not
available for such offering by the Holders; (ii) the Holders, together with the
holders of any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other securities
(if any) at an aggregate price to
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the public (before deduction of any underwriters' discounts or commissions) of
less than $250,000; (iii) the Company shall furnish to the Holders a
certificate signed by the Chief Executive Officer of the Company stating that,
in the good faith judgment of the Board of Directors of the Company, it would
be seriously detrimental to the Company and its shareholders for such Form S-3
registration to be effected at such time, in which event the Company shall have
the right to defer the filing of the Form S-3 registration statement for a
period of not more than 90 days after receipt of the request of the Holders
under this Section 3; provided, however, that the Company shall not use this
right more than once in any 12-month period; (iv) the Company has, within the
12-month period preceding the date of such request, already effected two such
registrations on Form S-3 for the Holders pursuant to this Section 3; or (v)
the Company within the 12-month period preceding the date of such request has
effected a registration of securities in which the Holders of Registrable
Securities requesting registration pursuant to this Section 3 were entitled to
participate to the fullest extent they desired pursuant to Section 2.
4. OBLIGATIONS OF THE COMPANY
Whenever required under this Agreement to effect the registration of any
Registrable Securities, the Company shall, as expeditiously as reasonably
possible:
(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its commercially reasonable
efforts to cause such registration statement to become effective and, upon the
request of one or more Holders, keep such registration statement effective for
up to 90 days.
(b) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement.
(c) Furnish to the Holders of such copies of a prospectus, including
a preliminary prospectus, in conformity with the requirements of the Act, and
such other documents as they may reasonably request to facilitate the
disposition of all securities covered by such registration statement.
(d) Use commercially reasonable efforts to register and qualify the
securities covered by such registration statement under such other securities
or blue sky laws of such jurisdictions as shall be reasonably requested by the
Holders, provided that the Company shall not be required to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions.
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(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter(s) of such offering. Each Holder
participating in such registration shall also enter into and perform its
obligations under such an agreement.
(f) Notify each Holder of Registrable Securities covered by such
registration statement, during the time when a prospectus is required to be
delivered under the Act, of the happening of any event as a result of which the
prospectus included 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 the light of the circumstances then existing.
(g) At the request of any Holder selling Registrable Securities in
such registration, furnish on the date that such Registrable Securities are
delivered to the underwriters for sale in connection with such registration (i)
an opinion, dated such date, of legal counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given by
Company counsel to underwriters in an underwritten public offering, addressed
to the underwriters and to each selling Holder, and (ii) a letter, dated such
date, from the independent certified public accountants of the Company, in form
and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to
the underwriters and to each selling Holder.
(h) List the Registrable Securities being registered on any national
securities exchange on which a class of the Company's equity securities is
listed or qualify the Registrable Securities being registered for inclusion on
Nasdaq if the Company does not have a class of equity securities listed on a
national securities exchange.
(i) Provide a transfer agent and registrar for the securities being
registered and a CUSIP number, not later than the effective date of the
registration statement.
5. FURNISH INFORMATION
It shall be a condition precedent to the obligations of the Company to
take any action pursuant to this Agreement that the selling Holders shall
furnish to the Company such information regarding themselves, the Registrable
Securities held by them and the intended method of disposition of such
securities as shall be reasonably required to effect the registration of their
Registrable Securities and shall execute such
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documents in connection with such registration as the Company may reasonably
request.
6. EXPENSES OF REGISTRATION
In connection with any registration pursuant to this Agreement, the
Company shall be responsible for the payment of all reasonable expenses of the
registration, with the exception of (a) underwriting discounts and commissions,
which shall be paid by the Company, the Holders and any other selling holders
of the Company's securities in proportion to the aggregate value of the
securities offered for sale by each of them, and (b) the fees and expenses of
more than one law firm acting as counsel to the selling Holders selected by a
majority in interest of the selling Holders, which additional counsel, if any,
shall be paid by the Holder or Holders that engage such counsel. The expenses
to be paid by the Company shall include, without limitation, all registration,
filing and qualification fees, printing and accounting fees, the fees and
disbursements of counsel for the Company and the fees and disbursements of one
counsel for the selling Holders.
7. UNDERWRITING REQUIREMENTS
The Company shall not be required under Section 2 to include any of the
Holders' securities in an underwritten offering of the Company's securities
unless such Holders accept the terms of the underwriting as agreed upon between
the Company and the underwriters selected by it. If the underwriters advise the
Company that marketing factors require a limitation on the number of shares to
be included in such offering, then the Company shall so advise all Holders that
have registered Registrable Securities to be included in the registration, and
the number of shares, including Registrable Securities, that may be included in
the registration shall be apportioned first to the Partners (until the Company
has registered $500,000 of net proceeds of its Registrable Securities in the
aggregate under all registrations effected on behalf of the Partners), then to
the Company, then pro rata among all of the selling Holders according to the
total amount of Registrable Securities held by such Holders at the time of
registration, then pro rata among any other selling shareholders according to
the total amount of securities otherwise entitled to be included therein owned
by each such other selling shareholder, or in such other proportions as shall
mutually be agreed to by such selling shareholders.
8. DELAY OF REGISTRATION
No Holder shall have any right to obtain or seek an injunction
restraining or otherwise delaying any registration of the Company as the result
of any controversy
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that might arise with respect to the interpretation or implementation of this
Agreement.
9. INDEMNIFICATION
In the event any Registrable Securities are included in a registration
statement under this Agreement.
(a) To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, any underwriter (as defined in the Act) for such
Holder and each person, if any, who controls such Holder or underwriter within
the meaning of the Act or the Securities Exchange Act of 1934, as amended (the
"1934 Act"), against any actual expenses (including legal fees and costs),
losses, claims, damages (including settlement amounts) or liabilities (joint or
several) (collectively, "LOSSES") to which they may become subject under the
Act, the 1934 Act or other federal or state law, insofar as such Losses arise
out of or are based upon any of the following statements, omissions or
violations (collectively, a "VIOLATION"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein, or
any amendments or supplements thereto, untrue in light of the circumstances
under which they were made, (ii) 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, or (iii) any violation or alleged violation by the Company of
the Act, the 1934 Act, any state securities law or any rule or regulation
promulgated under the Act, the 1934 Act or any state securities law. The Company
will reimburse (as incurred) each such Holder, underwriter or controlling person
for any Losses reasonably incurred by them in connection with investigating or
defending any Violations; provided, however, that the indemnity agreement
contained in this Section 9(a) shall not apply to amounts paid in settlement of
any claims for Violations if such settlement is made without the consent of the
Company, which consent shall not be unreasonably withheld, nor shall the Company
be liable in any such case for any Losses that arise out of or are based upon a
Violation that occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by,
or on behalf of, any such Holder, underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company and its officers, directors, agents and
employees, each underwriter and each other Holder selling securities in such
registration statement, and any person who controls any of the foregoing within
the meaning of the Act or the 1934 Act, against any Losses to which the Company
or such officer, director, agent, employee, or underwriter or other selling
Holder or controlling
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person may become subject under the Act, the 1934 Act or other federal or state
law, insofar as such Losses arise out of or are based upon any Violation that
occurs in reliance upon and in conformity with written information furnished
by, or on behalf of, such Holder expressly for use in connection with such
registration, and each such Holder will reimburse (as incurred) any Losses
reasonably incurred by the Company or its officers, directors, agents,
employees, or underwriters or other selling Holders or controlling persons in
connection with investigating or defending any Violations; provided, however,
that (i) the indemnity agreement contained in this Section 9(b) shall not apply
to amounts paid in settlement of any claims for Violations if such settlement
is made without the consent of the Holder, which consent shall not be
unreasonably withheld and (ii) the obligations of such Holders shall be limited
to an amount equal to the net proceeds to each such Holder of Registrable
Securities sold as contemplated herein.
(c) Promptly after receipt of notice of the commencement of any action
(including any governmental action), an indemnified party will, if a claim is
to be made against any indemnifying party under this Section 9, deliver to the
indemnifying party a written notice of the commencement, and the indemnifying
party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party
similarly notified, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if, in the opinion of counsel for the indemnifying
party, representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by
such counsel in the proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable period of time after notice of the
commencement of any such action shall relieve such indemnifying party of any
liability to the indemnified party under this Section 9 to the extent such
failure is prejudicial to its ability to defend such action, but the omission
to deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section 9.
(d) If the indemnification provided for in this Section 9 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any Losses, then the indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and of the indemnified party on the other in connection with the
Violations that resulted in such Losses as well as any other
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relevant equitable considerations; provided, that, in no event shall any
contribution by a Holder under this Section 9(d) exceed the net proceeds to each
such Holder, except in the case of willful fraud by such Holder. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the Violation resulting in such
Losses relates to information supplied by the indemnifying party or by the
indemnified party and the parties' relative intent, knowledge, access to
information, and opportunity to correct or prevent such Violation.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
(f) The obligations of the Company and Holders under this
Section 9 shall survive the completion of any offering of Registrable Securities
and the termination of Registration Rights pursuant to Section 14.
10. REPORTS UNDER THE ACT
With a view to making available to the Holders the benefits of SEC Rule
144 promulgated under the Act and any other rule or regulation of the SEC that
may at any time permit a Holder to sell securities of the Company to the public
without registration or pursuant to a registration on Form S-3, the Company
agrees to use commercially reasonable efforts to:
(a) Make and keep public information available, as those terms
are understood and defined in SEC Rule 144, at all times after 90 days from the
effective date of the first registration statement filed by the Company for the
offering of its securities to the general public;
(b) Take such action, including the voluntary registration of
its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the
Holders to utilize Form S-3 for the sale of their Registrable Securities, such
action to be taken as soon as practicable after the end of the fiscal year in
which the first registration statement filed by the Company for the offering of
its securities to the general public is declared effective;
(c) File with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the 1934 Act; and
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(d) Furnish to any Holder, so long as the Holder owns any
Registrable Securities, promptly upon request (i) a written statement by the
Company that it has complied with the reporting requirements of the 1934 Act
(at any time after 90 days from the date on which it becomes subject to such
reporting requirements), or that it qualifies as a registrant whose securities
may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a
copy of the most recent annual or quarterly report of the Company and such
other reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested in availing any Holder of any rule
or regulation of the SEC that permits the selling of any such securities
without registration or pursuant to such Form S-3.
11. ASSIGNMENT OF REGISTRATION RIGHTS
The rights to cause the Company to register Registrable Securities
pursuant to this Agreement may be assigned by a Holder to a transferee or
assignee of such securities who shall, upon such transfer or assignment, be
deemed a "Holder" under this Agreement; provided that the Company is, within a
reasonable period of time after such transfer not exceeding thirty (30) days,
furnished with written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights are
being assigned; provided, further, that such assignment shall be effective only
if immediately following such transfer the further disposition of such
securities by the transferee or assignee is restricted under the Act and that
if the transfer is of rights held by any of the Partners, such transferee or
assignee after the transfer or assignment holds at least 100,000 shares of the
Registrable Securities. The 100,000 share minimum holdings restriction shall
not apply if the transferee or assignee of a Partner is (a) a partner or
retired partner of the ▇▇▇▇▇▇ Group or any assignee or transferee of the ▇▇▇▇▇▇
Group that is a partnership, (b) a member of the immediate family or a trust
for the benefit of the ▇▇▇▇▇▇ Group or any assignee or transferee of the ▇▇▇▇▇▇
Group that is an individual, (c) an entity controlling, controlled by or under
common control with the ▇▇▇▇▇▇ Group or any assignee or transferee of the
▇▇▇▇▇▇ Group that is not an individual, or (d) a constituent member of the
▇▇▇▇▇▇ Group or any assignee or transferee of the ▇▇▇▇▇▇ Group that is a
limited liability company; provided in each event that the transferee or
assignee shall designate ▇▇▇▇ ▇. ▇▇▇▇▇▇ (or his successor) as his or her
exclusive representative with the power to act for and bind the transferee or
assignee pursuant to this Agreement.
12. LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS
From and after the date of this Agreement, the Company shall not, without
the written consent of ▇▇▇▇ ▇. ▇▇▇▇▇▇, enter into any agreement with any holder
or prospective holder of any securities of the Company that would allow such
holder or
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prospective holder to (a) include such securities in any registration filed
under Section 2 unless under the terms of such agreement such holder or
prospective holder may include such securities in any such registration only to
the extent that the inclusion of its securities will not reduce the amount of
the Registrable Securities of the Partners which the Partners have requested to
be included or (b) make a demand registration which could result in such
registration statement being declared effective prior to 180 days of the
effective date of any registration effected pursuant to Section 2.
13. "MARKET STANDOFF" AGREEMENT
The Holders hereby agree that they shall not, to the extent requested by
the Company and an underwriter of Common Stock (or other securities) of the
Company, sell or otherwise transfer or dispose (other than to donees who agree
to be similarly bound) of any Registrable Securities for a period not to exceed
180 days following the effective date of a registration statement of the Company
filed under the Act; provided, however, that all officers and directors of the
Company (whether or not pursuant to this Agreement) enter into similar
agreements and the Company has used all reasonable efforts to obtain similar
agreements from all holders of at least 1% of the Company's then outstanding
Common Stock. Any release from the obligations of this Section 13 shall be made
pro rata among the selling Holders according to the total amount of Registrable
Securities held by such Holders at the time of registration.
To enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the Registrable Securities of the Holders (and the
shares or securities of every other person subject to the foregoing restriction)
until the end of such period.
14. TERMINATION OF REGISTRATION RIGHTS
The registration rights granted under Sections 2 and 3 of this Agreement
shall terminate as to all Holders on the earlier of the tenth anniversary of the
date of this Agreement or the fifth anniversary of the closing of the Company's
first public offering in which the aggregate proceeds to the Company before
deducting underwriting commissions and expenses are at least $10 million (the
"FIFTH ANNIVERSARY"); provided, however, such termination shall be postponed
until the later of (i) that number of days following such Fifth Anniversary
equal to the number of days, if any, between the date of such first public
offering and the Fifth Anniversary that the Common Stock of the Company is not
traded on a national stock exchange or the Nasdaq National Market (or any
successor organization) and (ii) if as of the Fifth Anniversary, the Company is
not so traded, then, one year following such date as the
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Company first resumes trading on a national stock exchange or the Nasdaq
National Market (or any successor organization).
15. MISCELLANEOUS
15.1 NOTICES
Any notice required or permitted under this Agreement shall be given in
writing and shall be deemed effectively given (a) upon personal delivery to the
party to be notified, (b) upon confirmation of receipt by fax by the party to
be notified, (c) one business day after deposit with a reputable overnight
courier, prepaid for overnight delivery and addressed as set forth in (d), or
(d) five days after deposit with the United States Post Office, postage
prepaid, registered or certified with return receipt requested and addressed to
the party to be notified at the address indicated for such party on the
signature page, or at such other address as such party may designate by 10
days' advance written notice to the other parties given in the foregoing manner.
15.2 AMENDMENTS AND WAIVERS
Any term of this Agreement may be amended and the observance of any term
may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the unanimous prior written consent
of the Company, the Partners and the Holders of a majority of the Registrable
Securities then outstanding.
15.3 GOVERNING LAW; JURISDICTION; VENUE
This Agreement shall be governed by and construed under the laws of the
state of Washington without regard to principles of conflict of laws. The
parties irrevocably consent to the jurisdiction and venue of the state and
federal courts located in King County, Washington in connection with any action
relating to this Agreement.
15.4 SUCCESSORS AND ASSIGNS
The terms and conditions of this Agreement shall inure to the benefit of
and be binding on the respective successors and assigns of the parties as
provided herein.
15.5 SEVERABILITY
If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision shall be excluded from this Agreement, and
the balance of this Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
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15.6 ENTIRE AGREEMENT; COUNTERPARTS
This Agreement constitutes the entire agreement between the parties about
its subject and supersedes all prior agreements including any provisions
regarding the subject matter hereof contained in the Purchase Agreement. This
Agreement may be executed in two or more counterparts, which together shall
constitute one instrument.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
N2H2, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Its President
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Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Telephone:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Address: ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇. Bellevue
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Fax:
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇▇ HILL:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Address:
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Fax:
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Telephone:
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CRUTTENDEN ▇▇▇▇ BRIDGE FUND, LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its: Manager
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Address:
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Fax:
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Telephone:
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-14-
17
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Address:
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Fax:
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Telephone:
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▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Address:
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Fax:
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Telephone:
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▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Address:
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Fax:
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Telephone:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ TTE FBO
▇▇▇▇▇▇▇▇ Family Trust
DTD 12/14/91
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Address: ▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇, ▇▇ ▇▇▇▇▇
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ TTEE UTD
10/4/76 FBO The ▇▇▇▇▇▇▇▇ Children
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Address: ▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇, ▇▇ ▇▇▇▇▇
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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▇▇▇▇▇▇ LONDON
/s/ ▇▇▇▇▇▇ London
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Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇; ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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-15-
18
Address: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Address: 31815 Camino Capistrano #▇▇
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▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
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Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇.
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Address:
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Fax:
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Telephone:
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-16-
19
▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Address:
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Fax:
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Telephone:
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▇▇▇▇▇▇ ▇▇▇▇▇
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Address: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ E.
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Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
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Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.
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▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
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Fax:
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Telephone:
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▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇
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Address: 1845 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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17
20
▇▇▇▇ ▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, for the community of him
and ▇▇▇▇ ▇. ▇▇▇▇▇▇
Address: ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇, as her separate property
Address: ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, for the community of her
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Address: ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇, for the community of her
and ▇▇▇▇ ▇. ▇▇▇▇▇
Address: ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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-18-
21
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, for the community of her
and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Address: ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as her separate property
Address: ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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-19-
22
▇▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇, as his separate property
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇▇
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Fax:
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Telephone: ▇▇▇-▇▇▇-▇▇▇▇
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-19-