REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
July 3, 2000, by and between CENTRE CAPITAL CORPORATION, a Nevada corporation
(the "Company"), and EQUITABLE ASSETS INCORPORATED, a Belize corporation (the
"Shareholder").
WHEREAS, on even date herewith the parties executed that certain Zeolite
Purchase Agreement (the "Purchase Agreement") whereby the Company has agreed to
issue to the Shareholder 1,000,000 shares of the Company's restricted common
stock, par value $0.001 per share (the "Common Stock"), for good and valuable
consideration as described in the Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Registration Rights Available. Pursuant to the terms and conditions
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contained herein, and in the Purchase Agreement and the Assignment (as such term
is defined in the Purchase Agreement) the Company agrees to provide the
Shareholder or any permitted assignee of the Shareholder (collectively, the
"Holder") with the right to "piggyback" (the "Registration Rights") on a firm
commitment underwritten offering with respect to the Common Stock and any other
securities issued or issuable at any time or from time to time in respect of the
Common Stock (the "Underwritten Public Offering") as a result of a merger,
consolidation, reorganization, stock split, stock dividend, recapitalization or
other similar event involving the Company (collectively, the "Registrable
Securities").
2. Registration Rights. With respect to the Registration Rights, the
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parties agree as follows:
(a) Subject to Paragraph 2(b), the Company will (i) promptly give
to the Holder written notice of any registration relating to an Underwritten
Public Offering, and (ii) include in such registration (and related
qualification under blue sky laws or other compliance) such of the Holder's
Registrable Securities as are specified in the Holder's written request or
requests, mailed in accordance with the terms of this Agreement within 30 days
after the date of such written notice from the Company.
(b) The right of the Holder to registration pursuant to the
Registration Rights shall be conditioned upon the Holder's participation in such
underwriting, and the inclusion of the Registrable Securities in the
underwriting shall be limited to the extent provided herein. The Holder shall
(together with the Company) enter into an underwriting agreement in customary
form with the managing underwriter selected for the Underwritten Public Offering
by the Company. Notwithstanding any other provision of this Agreement, if the
managing underwriter determines that marketing factors require a limitation of
the number of the Registrable Securities to be underwritten, the managing
underwriter may limit some or all of the Registrable Securities that may be
included in the registration and the Underwritten Public Offering as follows:
the number of the Registrable Securities that may be included in the
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registration and the Underwritten Public Offering by the Holder shall be
determined by multiplying the number of the shares of the Registrable Securities
of all selling shareholders of the Company which the managing underwriter is
willing to include in such registration and the Underwritten Public Offering
times a fraction, the numerator of which is the number of the Registrable
Securities requested to be included in such registration and the Underwritten
Public Offering by the Holder, and the denominator of which is the total number
of the Registrable Securities which all selling shareholders of the Company have
requested to be included in such registration and the Underwritten Public
Offering. To facilitate the allocation of shares in accordance with the above
provisions, the Company may round the number of shares allocable to any such
person to the nearest 100 shares. If the Holder disapproves of the terms of any
such underwriting, it may elect to withdraw therefrom by written notice to the
Company and the managing underwriter, delivered not less than seven days before
the effective date of the Underwritten Public Offering. Any of the Registrable
Securities excluded or withdrawn from the Underwritten Public Offering shall be
withdrawn from such registration, and shall not be transferred in a public
distribution prior to 60 days after the effective date of the Registration
Statement relating thereto, or such other shorter period of time as the
underwriters may require.
3. Registration Procedure. With respect to the Registration Rights,
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the following provisions shall apply:
(a) The Holder shall be obligated to furnish to the Company and
the underwriters such information regarding the Registrable Securities and the
proposed manner of distribution of the Registrable Securities as the Company and
the underwriters may request in writing and as shall be required in connection
with any registration, qualification or compliance referred to herein and shall
otherwise cooperate with the Company and the underwriters in connection with
such registration, qualification or compliance.
(b) With a view to making available the benefits of certain rules
and regulations of the Securities and Exchange Commission (the "SEC") which may
at any time permit the sale of any Restricted Securities as defined in Rule 144
("Rule 144") promulgated under the Securities Act of 1933, as amended (the
"Securities Act") to the public without registration, the Company agrees to use
its best lawful efforts to:
(i) Make and keep public information available, as those
terms are understood and defined in Rule 144 at all times during which the
Company is subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act");
(ii) File with the SEC in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act (at all times during which the Company is subject to such reporting
requirements); and
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(iii) So long as the Holder owns any Restricted Securities,
to furnish to the Holder upon request a written statement from the Company as to
its compliance with the reporting requirements of Rule 144 and with regard to
the Securities Act and the Exchange Act (at all times during which the Company
is subject to such reporting requirements), a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents of the
Company and other information in the possession of or reasonably obtainable by
the Company as the Holder may reasonably request in availing itself of any rule
or regulation of the SEC allowing the Holder to sell any Restricted Securities
without registration.
(c) The Company agrees that it will furnish to the Holder such
number of prospectuses meeting the requirements of Section 10(a)(3) of the
Securities Act, offering circulars or other documents incident to any
registration, qualification or compliance referred to herein as provided or, if
not otherwise provided, as the Holder from time to time may reasonably request.
(d) All expenses (except for any underwriting and selling
discounts and commissions and legal fees for the Holder's attorneys) of any
registrations permitted pursuant to this Agreement and of all other offerings by
the Company (including, but not limited to, the expenses of any qualifications
under the blue sky or other state securities laws and compliance with
governmental requirements of preparing and filing any post-effective amendments
required for the lawful distribution of the Registrable Securities to the public
in connection with such registration, of supplying prospectuses, offering
circulars or other documents) will be paid by the Company.
(e) In connection with the preparation and filing of any
Registration Statement under the Securities Act pursuant to this Agreement, the
Company will give the Holder and the Holder's attorneys and accountants, the
opportunity to participate in the preparation of any Registration Statement,
each prospectus included therein or filed with the SEC, and each amendment
thereof or supplement thereto, and will give each of them such access to its
books and records and opportunities to discuss the business of the Company with
its officers and the independent public accountants who have certified its
financial statements as shall be necessary to conduct a reasonable investigation
within the meaning of the Securities Act.
(f) The Company shall notify each Holder of Registrable Securities
covered by a Registration Statement, during the time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus included in the 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.
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4. Blackout Period. At any time after the effective date of the
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Registration Statement, if the Company gives to the Holder a notice pursuant to
Paragraph 3(f) hereof and stating that the Company requires the suspension by
the Holder of the distribution of any of the Registrable Securities, then the
Shareholder shall cease distributing the Registrable Securities for such period
of time (the "Blackout Period"), not to exceed 120 days from the time notice is
sent until the Company informs the Holder that the Blackout Period has been
terminated. Upon notice by the Company to the Holder of such determination, the
Holder will (a) keep the fact of any such notice strictly confidential, (b)
promptly halt any offer, sale, trading or transfer of any of the Registrable
Securities for the duration of the Blackout Period, and (c) promptly halt any
use, publication, dissemination or distribution of each prospectus included
within the Registration Statement, and any amendment or supplement thereto by it
and any of its affiliates for the duration of the Blackout Period.
5. Lock-Up. In connection with any Underwritten Public Offering, the
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Holder agrees, if requested, to execute a lock-up letter addressed to the
managing underwriter in customary form agreeing not to sell or otherwise dispose
of the Registrable Securities owned by the Holder (other than any that may be
included in the offering) for a period not exceeding 180 days.
6. Delay of Registration. No Holder shall have any right to obtain or
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seek an injunction restraining or otherwise delaying any registration of the
Registrable Securities as the result of any controversy that might arise with
respect to the interpretation or implementation of this Agreement.
7. Indemnification by the Company. In the event of any registration of
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the Registrable Securities of the Company under the Securities Act, pursuant to
the terms of this Agreement, the Company agrees to indemnity and hold harmless
the Holder and each other person who participates as an underwriter in the
offering or sale of the Registrable Securities against any and all claims,
demands, losses, costs, expenses, obligations, liabilities, joint or several,
damages, recoveries and deficiencies, including interest, penalties and
attorneys' fees (collectively the "Claims"), to which the Holder or any such
underwriter may become subject under the Securities Act or otherwise, insofar as
the Claims or actions or proceedings, whether commenced or threatened, in
respect thereto arise out of or are based on any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement
under which the Holder's Registrable Securities were registered under the
Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, or 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, and
the Company will reimburse the Holder and each such underwriter for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any Claim or action or proceeding in respect thereto; provided that
the Company shall not be liable in any such case to the extent that any Claim or
action or proceeding in respect thereof or expense arises out of or is based on
an untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance on and in
conformity with written information furnished to the Company through an
instrument duly executed by the Holder specifically stating that it is for use
in the preparation thereof. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Holder or any
such underwriter and survive the transfer of the Registrable Securities by the
Holder.
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8. Indemnification by the Holder. The Company may require, as a
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condition to including the Registrable Securities in any Registration Statement
filed pursuant to this Agreement, that the Company shall have received an
undertaking satisfactory to it from the Holder, to indemnify and hold harmless
(in the same manner and to the same extent as set forth in Paragraph 7 hereof)
the Company, each director and officer of the Company and each other person, if
any, who controls the Company within the meaning of the Securities Act, with
respect to any statement or alleged statement or alleged statement in or
omission or alleged omission from the Registration Statement, any preliminary
prospectus contained therein, or any amendment or supplement thereto, if such
statement or alleged statement or omission or alleged omission was made in
reliance on and in conformity with written information furnished to the Company
through an instrument duly executed by the Holder specifically stating that it
is for use in the preparation of the Registration Statement, preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement.
Notwithstanding the foregoing, the maximum liability hereunder which the Holder
shall be required to suffer shall be limited to the net proceeds to the Holder
from the Registrable Securities sold by the Holder in any such offering. Such
indemnity shall remain in full force and effect, regardless of any investigation
made by or on behalf of the Company or any such director, officer or controlling
person and shall survive the transfer of the Registrable Securities by the
Holder.
9. Notice of Claims. Promptly after receipt by an indemnified party of
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notice of the commencement of any action or proceeding involving a Claim, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of
such action, provided that the failure of any indemnified party to give notice
as provided herein shall not relieve the indemnifying party of its obligations
under this Agreement except to the extent that the indemnifying party is
actually prejudiced by such failure to give notice. In case any such action is
brought against an indemnifying party, unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist in respect of a Claim the indemnifying party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified to the extent that it may
wish, with counsel reasonably satisfactory to such indemnified party, and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party for any legal or other expenses subsequently incurred by
the latter in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability
in respect of a Claim.
10. Indemnification Payments. The indemnification required by this
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Agreement shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.
11. Assignment of Registration Rights. The rights to cause the Company
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to register Registrable Securities pursuant to this Agreement may be assigned by
the Shareholder 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 furnished with written notice of the name and address of
such transferee or assignee and the Registrable Securities with respect to which
the 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 Securities Act and that such transferee or assignee is
either (a) a member of the immediate family or a trust for the benefit of any
Holder that is an individual or (b) a transferee or assignee that after the
transfer or assignment holds all of the Registrable Securities.
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12. Termination of this Agreement. This Agreement shall terminate with
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respect to the Holder when all of the Registrable Securities have been
registered as provided herein.
13. Conflict. Notwithstanding anything herein contained to the
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contrary, in the event of any conflict between the terms of the Purchase
Agreement or this Agreement, the terms of this Agreement shall control.
14. Attorney's Fees. In the event that it should become necessary for
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any party entitled hereunder to bring suit against any other party to this
Agreement for enforcement of the covenants herein contained, the parties hereby
covenant and agree that the party who is found to be in violation of said
covenants shall also be liable for all reasonable attorney's fees and costs of
court incurred by the other parties hereto.
15. Governing law; Jurisdiction. This Agreement shall be governed by
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and construed in accordance with the laws of the State of Texas, without regard
to any conflicts of laws provisions thereof. Each party hereby irrevocably
submits to the personal jurisdiction of the United States District Court for
Tarrant County, Texas, as well as of the District Courts of the State of Texas
in Tarrant County, Texas over any suit, action or proceeding arising out of or
relating to this Agreement. Each party hereby irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such mediation, arbitration, suit, action
or proceeding brought in any such county and any claim that any such mediation,
arbitration, suit, action or proceeding brought in such county has been brought
in an inconvenient forum.
16. Arbitration. Any controversy or claim arising out of or relating
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to this Agreement, or the breach, termination, or validity thereof, shall be
settled by final and binding arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association ("AAA Rules") in
effect as of the effective date of this Agreement. The American Arbitration
Association shall be responsible for (a) appointing a sole arbitrator, and (b)
administering the case in accordance with the AAA Rules. The situs of the
arbitration shall be Fort Worth, Texas. Upon the application of either party to
this Agreement, and whether or not an arbitration proceeding has yet been
initiated, all courts having jurisdiction hereby are authorized to: (x) issue
and enforce in any lawful manner, such temporary restraining orders, preliminary
injunctions and other interim measures of relief as may be necessary to prevent
harm to a party's interest or as otherwise may be appropriate pending the
conclusion of arbitration proceedings pursuant to this Agreement; and (y) enter
and enforce in any lawful manner such judgments for permanent equitable relief
as may be necessary to prevent harm to a party's interest or as otherwise may be
appropriate following the issuance of arbitral awards pursuant to this
Agreement. Any order or judgment rendered by the arbitrator may be entered and
enforced by any court having competent jurisdiction.
17. Benefit. All the terms and provisions of this Agreement shall be
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binding upon and inure to the benefit of and be enforceable by the parties
hereto, and their respective heirs, executors, administrators, personal
representatives, successors and permitted assigns. Notwithstanding anything
herein contained to the contrary, the Company shall have the right to assign
this Agreement to any party without the consent of the Holder.
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18. Notices. All notices, requests and other communications hereunder
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shall be in writing and shall be deemed to have been duly given at the time of
receipt if delivered by hand or communicated by electronic transmission, or, if
mailed, three days after deposit in the United States mail, registered or
certified, return receipt requested, with postage prepaid and addressed to the
party to receive same, if to the Company, addressed to Mr. Karl Jacobs at 2619
Gravel Drive, Fort Worth, Texas 76118, telephone (817) 595-0919 and fax (817)
595-0991; and if to the Holder, addressed to Mr. Louis G. Mehr at 35 Barrack
Road, Third Floor, Belize City, Belize, telephone (281) 933-4784 and fax (281)
933-8893; provided, however, that if either party shall have designated a
different address by notice to the other given as provided above, then any
subsequent notice shall be addressed to such party at the last address so
designated.
19. Construction. Words of any gender used in this Agreement shall be
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held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise. In addition, the pronouns used in this Agreement shall be understood
and construed to apply whether the party referred to is an individual,
partnership, joint venture, corporation or an individual or individuals doing
business under a firm or trade name, and the masculine, feminine and neuter
pronouns shall each include the other and may be used interchangeably with the
same meaning.
20. General Assurances. The parties agree to execute, acknowledge, and
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deliver all such further instruments, and do all such other acts, as may be
necessary or appropriate in order to carry out the intent and purposes of this
Agreement.
21. Construction of Agreement. The parties hereto acknowledge and
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agree that neither this Agreement nor any of the other documents executed in
connection herewith shall be construed more favorably in favor of one than the
other based upon which party drafted the same, it being acknowledged that each
of the parties hereto contributed substantially to the negotiation and
preparation of this Agreement and the documents executed in connection herewith.
22. No Third Party Beneficiaries. Except as otherwise expressly forth
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in this Agreement, no person or entity not a party to this Agreement shall have
rights under this Agreement as a third party beneficiary or otherwise.
23. Incorporation by Reference. Any agreement referred to herein is
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hereby incorporated into this Agreement by this reference.
24. Relationship of Parties. The Holder is providing services on an
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independent contractor basis. Notwithstanding anything to the contrary herein,
this Agreement shall not in any manner be construed to create a joint venture,
partnership, agency or other similar form of relationship, and neither party
shall have the right or authority to: (a) commit the other party to any
obligation or transaction not expressly authorized by such other party, or (b)
act or purport to act as agent or representative of the other, except as
expressly authorized in writing by such other party. Further, the Holder shall
not be deemed to be an employee of the Company for any reason. The Company and
the Holder acknowledge that the Holder shall not be entitled to any insurance,
pension, profit sharing, retirement or other fringe benefits which the Company
may provide to its employees during the term of this Agreement.
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25. Waiver. No course of dealing on the part of any party hereto or
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its agents, or any failure or delay by any such party with respect to exercising
any right, power or privilege of such party under this Agreement or any
instrument referred to herein shall operate as a waiver thereof, and any single
or partial exercise of any such right, power or privilege shall not preclude any
later exercise thereof or any exercise of any other right, power or privilege
hereunder or thereunder.
26. Cumulative Rights. The rights and remedies of any party under this
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Agreement and the instruments executed or to be executed in connection herewith,
or any of them, shall be cumulative and the exercise or partial exercise of any
such right or remedy shall not preclude the exercise of any other right or
remedy.
27. Invalidity. In the event any one or more of the provisions
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contained in this Agreement or in any instrument referred to herein or executed
in connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect the other provisions of this Agreement or any such other
instrument.
28. Excusable Delay. None of the parties hereto shall be obligated to
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perform and none shall be deemed to be in default hereunder, if the performance
of a non-monetary obligation is prevented by the occurrence of any of the
following, other than as the result of the financial inability of the party
obligated to perform: acts of God, strikes, lock-outs, other industrial
disturbances, acts of a public enemy, wars or war-like action (whether actual,
impending or expected and whether de jure or de facto), arrest or other
restraint of governmental (civil or military) blockades, insurrections, riots,
epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms,
floods, washouts, sink holes, civil disturbances, explosions, breakage or
accident to equipment or machinery, confiscation or seizure by any government of
public authority, nuclear reaction or radiation, radioactive contamination or
other causes, whether of the kind herein enumerated, or otherwise, that are not
reasonably within the control of the party claiming the right to delay
performance on account of such occurrence.
29. Time of the Essence. Time is of the essence of this Agreement.
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30. Headings. The headings used in this Agreement are for convenience
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and reference only and in no way define, limit, simplify or describe the scope
or intent of this Agreement, and in no way effect or constitute a part of this
Agreement.
31. Multiple Counterparts. This Agreement may be executed in one or
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more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
32. Entire Agreement. This instrument, together with the Purchase
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Agreement and the Assignment, contains the entire understanding of the parties
and may not be changed orally, but only by an instrument in writing signed by
the party against whom enforcement of any waiver, change, modification,
extension, or discharge is sought.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first written above.
CENTRE CAPITAL CORPORATION
By
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Karl Jacobs, Chairman
EQUITABLE ASSETS INCORPORATED
By
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Louis G. Mehr, President
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