AGREEMENT WITH RESPECT TO THE REGISTRABLE SHARES, PROVIDED SUCH
ASSIGNEE OR TRANSFEREE AGREES IN WRITING TO BE BOUND BY THE PROVISIONS HEREOF
THAT APPLY TO SUCH ASSIGNING OR TRANSFERRING INVESTOR.
UPON ANY SUCH, AND EACH
SUCCESSIVE, ASSIGNMENT OR TRANSFER TO ANY PERMITTED ASSIGNEE OR TRANSFEREE IN
ACCORDANCE WITH THE TERMS OF THIS SECTION 9, SUCH PERMITTED ASSIGNEE OR
TRANSFEREE SHALL BE DEEMED TO BE AN "INVESTOR" FOR ALL PURPOSES OF THIS
AGREEMENT.
10.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES AND CONTAINS THE
ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF, AND IT ALSO SUPERSEDES ANY AND ALL PRIOR NEGOTIATIONS,
CORRESPONDENCE, AGREEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE SUBJECT MATTER
HEREOF.
11.
MISCELLANEOUS.
(A)
THIS AGREEMENT, AND ANY RIGHT, TERM OR PROVISION CONTAINED HEREIN,
MAY NOT BE AMENDED, MODIFIED OR TERMINATED, AND NO RIGHT, TERM OR PROVISION MAY
BE WAIVED, EXCEPT WITH THE WRITTEN CONSENT OF (I) THE HOLDERS OF A MAJORITY OF
THE THEN OUTSTANDING REGISTRABLE SHARES AND (II) THE COMPANY; PROVIDED THAT ANY
AMENDMENT OR MODIFICATION THAT IS MATERIALLY AND DISPROPORTIONATELY ADVERSE TO
ANY PARTICULAR INVESTOR (AS COMPARED TO ALL INVESTORS AS A GROUP) SHALL REQUIRE
THE CONSENT OF SUCH INVESTOR.
(B)
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY
CONFLICTS OF LAWS CONCEPTS WHICH WOULD
11
APPLY THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION.
THIS AGREEMENT SHALL BE
BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, PERSONAL
REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS AND TRANSFEREES, PROVIDED THAT
THE TERMS AND CONDITIONS OF SECTION 9 HEREOF ARE SATISFIED.
NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IF AT ANY TIME ANY INVESTOR
(INCLUDING ANY SUCCESSORS OR ASSIGNS) SHALL CEASE TO OWN ANY REGISTRABLE SHARES,
ALL OF SUCH INVESTOR'S RIGHTS UNDER THIS AGREEMENT SHALL IMMEDIATELY TERMINATE.
(C)
ANY NOTICES, REPORTS OR OTHER CORRESPONDENCE (HEREINAFTER
COLLECTIVELY REFERRED TO AS "CORRESPONDENCE") REQUIRED OR PERMITTED TO BE GIVEN
HEREUNDER SHALL BE SENT BY POSTAGE PREPAID FIRST CLASS MAIL, OVERNIGHT COURIER
OR FACSIMILE TRANSMISSION, OR DELIVERED BY HAND TO THE PARTY TO WHOM SUCH
CORRESPONDENCE IS REQUIRED OR PERMITTED TO BE GIVEN HEREUNDER. FOR PURPOSES OF
THE NOTIFICATIONS AND DISTRIBUTIONS OF DOCUMENTS BY THE COMPANY CONTEMPLATED BY
SECTION 4 OF THIS AGREEMENT, THE INVESTORS EXPRESSLY AGREE AND CONSENT TO THE
RECEIPT OF SUCH NOTIFICATIONS AND DISTRIBUTIONS BY ELECTRONIC MAIL AT THE
DISCRETION OF THE COMPANY.
THE DATE OF GIVING ANY NOTICE SHALL BE THE DATE OF
ITS ACTUAL RECEIPT.
ALL CORRESPONDENCE TO THE COMPANY SHALL BE ADDRESSED AS FOLLOWS:
Particle Drilling Technologies, Inc.
11757 Katy Freeway, Suite 1300
Houston, Texas 77079
Attn:
Chief Financial Officer
Facsimile: (713) 224-6361
with a copy to:
Vinson & Elkins LLP
First City Tower
1001 Fannin Street, Suite 2300
Houston, Texas 77002-676
Attn:
W. Matthew Strock
Facsimile: (713) 615-5650
ALL CORRESPONDENCE TO THE INVESTORS SHALL BE ADDRESSED PURSUANT TO THE CONTACT
INFORMATION SET FORTH ON SCHEDULE I ATTACHED HERETO.
ANY ENTITY MAY CHANGE THE ADDRESS TO