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 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
11
correspondence is required or permitted to be given hereunder. 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.
808 Travis, Suite 850
Houston, Texas 77002
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:
Keith Fullenweider
Facsimile: (713) 758-2346
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 WHICH CORRESPONDENCE TO IT IS TO BE
ADDRESSED BY NOTIFICATION AS PROVIDED FOR HEREIN.
(D)
THE PARTIES ACKNOWLEDGE AND AGREE THAT IN
THE EVENT OF ANY BREACH OF THIS AGREEMENT, REMEDIES AT LAW WILL BE INADEQUATE,
AND EACH OF THE PARTIES HERETO SHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF THE
OBLIGATIONS OF THE OTHER PARTIES HERETO AND TO SUCH APPROPRIATE INJUNCTIVE
RELIEF AS MAY BE GRANTED BY A COURT OF COMPETENT JURISDICTION.
ALL REMEDIES,
EITHER UNDER THIS AGREEMENT OR BY LAW OR OTHERWISE AFFORDED TO ANY OF THE
PARTIES, SHALL BE CUMULATIVE AND NOT ALTERNATIVE.
(E)
THIS AGREEMENT MAY BE EXECUTED IN A NUMBER
OF COUNTERPARTS.
ALL SUCH COUNTERPARTS TOGETHER SHALL CONSTITUTE ONE AGREEMENT,
AND SHALL BE BINDING ON ALL THE PARTIES HERETO NOTWITHSTANDING THAT ALL SUCH
PARTIES HAVE NOT SIGNED THE SAME COUNTERPART.
THE PARTIES HERETO CONFIRM THAT
ANY FACSIMILE COPY OF ANOTHER PARTY'S EXECUTED COUNTERPART OF THIS AGREEMENT (OR
ITS SIGNATURE PAGE THEREOF) WILL BE DEEMED TO BE AN EXECUTED ORIGINAL THEREOF.
(F)
EXCEPT AS CONTEMPLATED IN SECTION 7
HEREOF, THIS AGREEMENT IS INTENDED SOLELY FOR THE BENEFIT OF THE PARTIES HERETO
AND IS NOT INTENDED TO CONFER ANY BENEFITS UPON, OR CREATE ANY RIGHTS IN FAVOR
OF, ANY PERSON (INCLUDING, WITHOUT LIMITATION, ANY STOCKHOLDER OR DEBT HOLDER OF
THE COMPANY) OTHER THAN THE PARTIES HERETO.
(G)