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.
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(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)
NEITHER THE COMPANY NOR ANY OF ITS SECURITY HOLDERS (OTHER THAN
THE INVESTORS IN SUCH CAPACITY PURSUANT HERETO) MAY INCLUDE SECURITIES OF THE
COMPANY IN THE MANDATORY REGISTRATION STATEMENT OTHER THAN THE REGISTRABLE
SHARES.
THE COMPANY SHALL NOT FILE ANY OTHER REGISTRATION STATEMENTS UNTIL ALL
REGISTRABLE SHARES ARE REGISTERED PURSUANT TO A REGISTRATION STATEMENT THAT IS
DECLARED EFFECTIVE BY THE COMMISSION, PROVIDED THAT THIS SECTION 11(G) SHALL NOT
PROHIBIT THE COMPANY FROM FILING AMENDMENTS TO REGISTRATION STATEMENTS FILED
PRIOR TO THE DATE OF THIS AGREEMENT.
(H)
IF ANY PROVISION OF THIS AGREEMENT IS INVALID, ILLEGAL OR
UNENFORCEABLE, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT, BUT ONLY TO
THE EXTENT OF, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY, WITHOUT
INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS
AGREEMENT, UNLESS SUCH A CONSTRUCTION WOULD BE UNREASONABLE.
(I)
THIS AGREEMENT SHALL BE BINDING UPON, AND INURE TO THE BENEFIT
OF, THE PARTIES HERETO AND THEIR PERMITTED SUCCESSORS AND ASSIGNS.
THE COMPANY
MAY NOT ASSIGN THIS AGREEMENT OR ITS RIGHTS AND OBLIGATIONS HEREUNDER WITHOUT
THE CONSENT OF HOLDERS OF A MAJORITY OF THE THEN OUTSTANDING REGISTRABLE SHARES.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement as of the date and year first above written.
PARTICLE DRILLING TECHNOLOGIES, INC.
By:
/s/ JIM B. TERRY
Name:
Jim B. Terry
Title:
President and Chief Executive Officer
INVESTORS:
NAME OF INVESTOR
By:
Name:
Title:
Contact Information for Receipt of Notice:
E-mail Address:
Schedule I
List of Investors
Cadence Master, Ltd.
Milfam I, L.P.
U.S.A. Fund, LLLP
The IBS Turnaround Fund (QP) (A Limited Partnership)
The IBS Opportunity Fund (BVI), Ltd.
The IBS Turnaround