Amendment to Registration Rights Agreement
This Amendment ("Amendment") to the Registration Rights
Agreement dated as of May 8, 1998 (the "Registration Rights Agreement") between
BriteSmile, Inc., a Utah corporation (the "Company"), and LCO Investments
Limited, a company organized under the laws of Guernsey, Channel Islands
("LCO"), is dated as of December 5, 2000.
RECITALS:
WHEREAS, simultaneous with the execution and delivery of this
Amendment, the Company and LCO are entering into that certain Note Purchase
Agreement dated as of December 5, 2000 (the "Note Purchase Agreement"), pursuant
to which LCO agrees to purchase $5,000,000 in aggregate principal amount of
Notes (the "Notes") payable by the Company to LCO; and
WHEREAS, the Notes are convertible, subject to the terms and
conditions thereof, into shares of the Company's Common Stock, par value $.001
per share (the "Note Conversion Shares"); and
WHEREAS, concurrent with the Note Purchase Agreement, the
Company has granted to LCO Warrants to purchase up to 250,000 shares of Common
Stock at an exercise price of $5.00 per share (the "Warrant Shares"). The Note
Conversion Shares and the Warrant Shares are collectively referred to in this
Agreement as the "New Shares"; and
WHEREAS, the Company and LCO desire that LCO shall be entitled
to all of the benefits of the Registration Rights Agreement with respect to the
New Shares.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:
ARTICLE I
Amendments to the Agreement
1.1 Amendment to Section 1. Section 1 of the Registration
Rights Agreement is amended to add the following sentence to the end thereof:
"LCO's rights under this Section 1 shall be exercisable with
respect to all of the shares of Common Stock of the Company
(i) subject to issuance by the Company upon conversion of
the Notes purchased by LCO pursuant to that certain Note
Purchase Agreement dated as of December 5, 2000 between the
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Company and LCO, (ii) subject to issuance by the Company
upon the exercise by LCO of LCO's right to purchase shares
of Common Stock pursuant to that certain Warrant dated as of
December 5, 2000, and (iii) any additional shares of Common
Stock which the Company and LCO may hereafter agree in
writing shall be entitled to the benefits hereof
(collectively, the "Additional Shares"), and the Additional
Shares shall be "Registrable Securities" for all purposes of
this Agreement."
1.2 Amendment to Section 2. Section 2 of the Registration Rights
Agreement is amended to insert after the words "shares of the Company's Common
Stock then owned by Holder" the following words:
", including any Additional Shares".
ARTICLE II
Miscellaneous
2.1 Definitions. Capitalized terms used in this Amendment and not
defined herein shall have the respective meanings ascribed to them in the
Registration Rights Agreement.
2.2 Entire Agreement; Restatement. Other than as amended by Article 1
above, the Registration Rights Agreement shall remain in full force and effect
unaffected hereby. The Registration Rights Agreement, as amended by this
Amendment, is hereinafter referred to as the "Agreement", and the parties hereto
hereby agree that the Agreement may be restated to reflect the amendments
provided for in this Amendment.
2.3 Governing Law. This Amendment shall be deemed to be made in, and in
all respects shall be interpreted, construed and governed by and in accordance
with the laws of the state of Utah, without giving effect to the choice of law
provisions thereof.
2.4 Counterparts. This Amendment may be executed in any number of
counterparts, each such counterpart being deemed an original instrument, and all
such counterparts shall together constitute the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
BRITESMILE, INC.
By:
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Name: John L. Reed
Title: Chief Executive Officer
LCO INVESTMENTS LIMITED
By:
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Name: Brian Delaney
Title:
