EXHIBIT 10.3
MQ ASSOCIATES, INC.
REGISTRATION RIGHTS AGREEMENT
AUGUST 15, 2002
TABLE OF CONTENTS
PAGE
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Section 1. Definitions........................................................................................1
Section 2. Required Registration..............................................................................4
Section 3. Piggyback Registration.............................................................................6
Section 4. Registrations on Form S-3..........................................................................7
Section 5. Holdback Agreement.................................................................................8
Section 6. Preparation and Filing.............................................................................9
Section 7. Expenses..........................................................................................12
Section 8. Indemnification...................................................................................12
Section 9. Underwriting Agreement............................................................................14
Section 10. Suspension........................................................................................15
Section 11. Information by Holder.............................................................................15
Section 12. Exchange Act Compliance...........................................................................16
Section 13. No Conflict of Rights.............................................................................16
Section 14. Termination.......................................................................................16
Section 15. Successors and Assigns............................................................................16
Section 16. Assignment........................................................................................16
Section 17. Notices...........................................................................................17
Section 18. Modifications; Amendments; Waivers................................................................17
Section 19. Severability......................................................................................18
Section 20. Counterparts and Facsimile Execution..............................................................18
Section 21. Governing Law.....................................................................................18
Section 22. Waiver of Jury Trial..............................................................................18
Section 23. Consent to Jurisdiction...........................................................................19
Section 24. Entire Agreement..................................................................................19
Section 25. Headings..........................................................................................19
S-4
REGISTRATION RIGHTS AGREEMENT
(the "AGREEMENT"), dated as of August
15, 2002, among MQ ASSOCIATES, INC., a
Delaware corporation (the "COMPANY"),
and each of the STOCKHOLDERS (as defined
below).
The Stockholders own, or have the right to purchase or otherwise
acquire (by the exercise, exchange or conversion of Common Stock Equivalents of
the Company owned by the Stockholders that are exercisable or exchangeable for
or convertible into Common Stock (as hereinafter defined) without regard to any
restrictions on the ability of any Stockholder to exercise such rights of
exercise, exchange or conversion), shares of Common Stock, par value $0.01 per
share, of the Company ("COMMON STOCK") (or such other class of common stock of
the Company into which the Common Stock may be converted or reclassified, and
all references herein to the Common Stock shall include such other class of
common stock of the Company, if applicable). The Company and the Stockholders
deem it to be in their respective best interests to set forth the rights of the
Stockholders in connection with public offerings and sales of the Common Stock
of the Company.
Each Stockholder currently owns, or has the right to purchase or
otherwise acquire (by the exercise, exchange or conversion of Common Stock
Equivalents of the Company), the number of shares of the Common Stock as is set
forth opposite the name of such Stockholder on SCHEDULE I.
ACCORDINGLY, in consideration of the mutual covenants and
obligations hereinafter set forth, the sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as set forth below.
SECTION 1. DEFINITIONS.
As used in this Agreement, the following terms shall have the
following meanings:
"AFFILIATE" has the meaning set forth in the Stockholders'
Agreement.
"BOARD OF DIRECTORS" means the board of directors of the Company.
"BUSINESS DAY" means any day that is not (a) a Saturday, Sunday or
legal holiday or (b) a day on which banks are not required to be open in
New
York,
New York.
"COMMISSION" means the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
"COMMON STOCK" has the meaning set forth in the preamble.
"COMMON STOCK EQUIVALENTS" has the meaning set forth in the
Stockholders' Agreement.
"COMPANY" has the meaning set forth in the caption.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any successor federal statute then in force, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be
in effect from time to time.
"INFORMATION" has the meaning set forth in SECTION 6(i).
"INITIAL PUBLIC OFFERING" means the initial underwritten Public
Offering of Common Stock for the account of the Company pursuant to a
registration statement effective under the Securities Act and pursuant to which
the Company has successfully offered and sold all of the Securities registered
to be sold thereunder.
"INSPECTORS" has the meaning set forth in SECTION 6(i).
"INVESTOR STOCKHOLDERS" means, collectively, (a) the Persons listed
as "Investor Stockholders" on SCHEDULE I attached to this Agreement for so long
as such Persons hold Restricted Securities and (b) any successor to, or
permitted assignee or transferee in accordance with the Stockholders' Agreement
of Restricted Securities originally held by a Person referred to in clause (a)
of this paragraph, PROVIDED that such successor, assignee or transferee agrees
in writing to be treated as a Investor Stockholder hereunder and to be bound by
and comply with all of the applicable terms and provisions hereof.
"MANAGEMENT STOCKHOLDERS" means, collectively, (a) the Persons
listed as "Management Stockholders" on SCHEDULE I attached to this Agreement for
so long as such Persons hold Restricted Securities and (b) any successor to, or
permitted assignee or transferee in accordance with the Stockholders' Agreement
of Restricted Securities originally held by a Person referred to in clause (a)
of this paragraph, PROVIDED that such successor, assignee or transferee agrees
in writing to be treated as a Management Stockholder hereunder and to be bound
by and comply with all of the applicable terms and provisions hereof.
"MATERIAL TRANSACTION" means any material transaction in which the
Company or any of its subsidiaries proposes to engage or is engaged, including a
purchase or sale of assets or securities, financing, merger, tender offer or any
other transaction that would require disclosure pursuant to the Exchange Act,
and with respect to which the Board of Directors reasonably has determined in
good faith that compliance with this Agreement may reasonably be expected to
either materially interfere with the Company's or such subsidiary's ability to
consummate such transaction in a timely fashion or require the Company to
disclose material, non-public information prior to such time as it would
otherwise be required to be disclosed.
"NASDAQ" means The Nasdaq Stock Market, Inc. or its successor.
"NMS" has the meaning set forth in SECTION 6(n).
"OTHER SHARES" means at any time those shares of Common Stock which
do not constitute Registrable Shares or Primary Shares.
"PERSON" has the meaning set forth in the Stockholders' Agreement.
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"PRIMARY SHARES" means, at any time, the authorized but unissued
shares of Common Stock or shares of Common Stock held in the treasury of the
Company.
"PROSPECTUS" means the prospectus included in a Registration
Statement, including any amendment or prospectus subject to completion, and any
such prospectus as amended or supplemented by any prospectus supplement with
respect to the terms of the offering of any portion of the Registrable Shares
and, in each case, by all other amendments and supplements to such prospectus,
including post-effective amendments, and in each case including all material
incorporated by reference therein.
"PUBLIC OFFERING" means the closing of a public offering of Common
Stock pursuant to a Registration Statement declared effective under the
Securities Act, except that a Public Offering shall not include an offering of
securities to be issued as consideration in connection with a business
acquisition or an offering of securities issuable pursuant to an employee
benefit plan.
"RECORDS" has the meaning set forth in SECTION 6(i).
"REGISTRABLE SHARES" means at any time, and with respect to any
Stockholder, the shares of Common Stock held by, or issuable to, such
Stockholder which constitute Restricted Securities. As to any particular
Registrable Shares, once issued, such Registrable Shares shall cease to be
Registrable Shares (a) when an offering of such Registrable Shares has been
registered under the Securities Act, the Registration Statement in connection
therewith has been declared effective and such Registrable Shares have been
disposed of pursuant to and in the manner described in such effective
Registration Statement, (b) when such Registrable Shares are sold or distributed
to the public, or eligible to be sold or distributed through a broker, dealer or
market maker pursuant to Rule 144(k) (in the case of rights to acquire Common
Stock, assuming that such rights to acquire Common Stock are exercised through a
"cashless exercise" provision) or (c) when such Registrable Shares have ceased
to be outstanding.
"REGISTRATION DATE" means the date upon which the Registration
Statement filed by the Company to effect its Initial Public Offering shall have
been declared effective by the Commission.
"REGISTRATION STATEMENT" means any registration statement of the
Company which covers an offering of any of the Registrable Shares, and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.
"REPRESENTATIVE" of a Person shall be construed broadly and shall
include such Person's partners, members, officers, directors, managers,
investment advisors, employees, agents, advisors, counsel, accountants and other
representatives.
"REQUESTING STOCKHOLDERS" means, on the date of determination, any
of the Persons requesting a registration pursuant to the terms of SECTION 2(a).
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"REQUISITE INVESTOR STOCKHOLDERS" means, on the date of
determination, those Investor Stockholders who hold in the aggregate in excess
of fifty percent (50%) of the Restricted Securities held by all of the Investor
Stockholders.
"REQUISITE MANAGEMENT STOCKHOLDERS" means, on the date of
determination, those Management Stockholders who hold in the aggregate in excess
of fifty percent (50%) of the Restricted Securities held by all of the
Management Stockholders.
"REQUISITE STOCKHOLDERS" means, on the date of determination, those
Stockholders who hold in the aggregate in excess of fifty percent (50%) of the
Restricted Securities held by all of the Stockholders.
"RESTRICTED SECURITIES" means, at any time and with respect to any
Stockholder, the Common Stock and any other securities received or receivable
with respect to any such Common Stock, which are held by such Stockholder and
which theretofore have not been sold to the public pursuant to an effective
Registration Statement or pursuant to Rule 144.
"RULE 144" means Rule 144 (including Rule 144(k) and all other
subdivisions thereof) promulgated by the Commission under the Securities Act or
as such rule may be amended from time to time, or any similar or successor rule
then in force.
"SALE OF THE COMPANY" has the meaning set forth in the
Stockholders' Agreement.
"SECURITIES ACT" means the Securities Act of 1933, as amended, or
any successor federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.
"STOCKHOLDERS" means the holders of Common Stock Equivalents, in
each case who are parties hereto, and shall include any other Person who
hereafter becomes a party to this Agreement as an Investor Stockholder or a
Management Stockholder by signing a counterpart to this Agreement pursuant to
SECTION 16.
"STOCKHOLDERS' AGREEMENT" means the Stockholders' Agreement, dated
as of the date hereof, among the Company, the Stockholders and the other Persons
party thereto, as the same may be amended, restated, modified or supplemented
from time to time in accordance with the terms thereof.
"STOCKHOLDERS' COUNSEL" has the meaning set forth in SECTION 6.
"SUSPENSION PERIOD" has the meaning set forth in SECTION 10.
"TRANSFER" has the meaning set forth in the Stockholders'
Agreement.
SECTION 2. REQUIRED REGISTRATION.
(a) If at any time the Company shall be requested by the Requisite
Investor Stockholders to effect the registration under the Securities Act of an
offering of Registrable Shares, then the Company shall promptly give written
notice to the other Stockholders of its
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requirement to so register such offering and, upon the written request,
delivered to the Company within thirty (30) days after delivery of any such
notice by the Company, of the other Stockholders to include in such registration
Registrable Shares (which request shall specify the number of Registrable Shares
proposed to be included in such registration), the Company shall, whether or not
any other Stockholders request to include any Registrable Shares in such
registration, subject to SECTION 2(b) below, promptly use its best efforts to
effect such registration under the Securities Act of an offering of the
Registrable Shares which the Company has been so requested to register for sale
in accordance with the method of distribution specified in the initiating
request.
(b) Anything contained in SECTION 2(a) to the contrary
notwithstanding, the Company shall not be obligated to effect pursuant to
SECTION 2(a) any registration under the Securities Act except in accordance with
the following provisions:
(i) the Company shall not be obligated to use its best
efforts to file and cause to become effective:
(A) more than two (2) registrations on Registration
Statements on Form S-1 (or any successor form thereto) initiated by
the Requisite Investor Stockholders pursuant to SECTION 2(a)
hereof; PROVIDED, HOWEVER, that, if the Requesting Stockholders are
unable to sell all of the Registrable Shares requested by such
Requesting Stockholders to be included in any registration pursuant
to SECTION 2(a), then such registration shall not count as a
requested registration for purposes of this clause (A); or
(B) any Registration Statement during any period in
which any other registration statement (other than on Form S-4 or
Form S-8 promulgated under the Securities Act or any successor
forms thereto) pursuant to which Primary Shares are to be or were
offered and sold has been filed and not withdrawn or has been
declared effective within the prior 180 days;
(ii) the Company may delay the filing or effectiveness of any
Registration Statement for a period of up to sixty (60) days after the date
of a request for registration pursuant to SECTION 2(a), if the Company is
engaged in a Material Transaction at the time of such request; PROVIDED,
HOWEVER, the Company may not utilize this right more than once in any
twelve-month period; and
(iii) with respect to any registration pursuant to SECTION
2(a), the Company may include in such registration any Registrable Shares,
Primary Shares or Other Shares; PROVIDED, HOWEVER, that if the managing
underwriter advises the Company that the inclusion of all Registrable
Shares, Primary Shares, and Other Shares proposed to be included in such
registration would materially adversely affect the successful offering and
sale (including pricing) of all such securities, then the number of
Registrable Shares, Primary Shares, and Other Shares proposed to be
included in such registration shall be included in the following order:
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(A) first, the Registrable Shares held by the Investor
Stockholders and the Management Stockholders requesting their
Registrable Shares be included in such registration pursuant to
SECTION 2(a), PRO RATA based upon the number of Registrable Shares
held by each such Investor Stockholder and Management Stockholder
at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) Notwithstanding anything to the contrary contained in this
Agreement, if the managing underwriter advises the Company in good faith that
the inclusion of Registrable Shares held by any particular Stockholder(s)
proposed to be included in any such registration would materially adversely
affect the successful offering and sale (including pricing) of Registrable
Shares proposed to be offered and sold in such offering, then such
Stockholder(s) shall be precluded from including such Registrable Shares in such
offering.
(d) A requested registration under SECTION 2(a) may be rescinded at
least twenty (20) days prior to the filing of a Registration Statement by
written notice to the Company from the Requesting Stockholders holding a
majority of the Registrable Shares requested to be registered; PROVIDED,
HOWEVER, that such rescinded registration shall not count as a requested
registration pursuant to SECTION 2(a) for purposes of SECTION 2(b)(i)(A) above
if the Company shall have been reimbursed (PRO RATA by the Requesting
Stockholders based on the number of Registrable Shares requested to be
registered thereby or in such other proportion as such Requesting Stockholders
may agree) for all reasonable out-of-pocket expenses incurred by the Company in
connection with such rescinded registration.
SECTION 3. PIGGYBACK REGISTRATION.
(a) If the Company at any time following the Registration Date
proposes for any reason to register Primary Shares or Other Shares under the
Securities Act (other than on Form S-4 or Form S-8 promulgated under the
Securities Act or any successor forms thereto), it shall promptly give written
notice to each Stockholder of such intention to register the Primary Shares or
Other Shares and, upon the written request, given within twenty (20) days after
delivery of any such notice by the Company, of any such Stockholder to include
in such registration Registrable Shares (which request shall specify the number
of Registrable Shares proposed to be included in such registration), the Company
shall use its best efforts to cause all such Registrable Shares requested to be
included in such registration on the same terms and conditions as the securities
otherwise being sold in such registration; PROVIDED, HOWEVER, that if the
managing underwriter advises the Company that the inclusion of all Registrable
Shares or Other Shares proposed to be included in such registration would
materially adversely affect the successful offering and sale (including pricing)
of Primary Shares proposed to be offered and sold by the Company, then the
number of Primary Shares, Registrable Shares and Other Shares proposed to be
included in such registration shall be included in the following order:
(i) first, the Primary Shares;
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(ii) second, the Registrable Shares held by the Stockholders
requesting their Registrable Shares be included in such registration
pursuant to the terms of this SECTION 3, PRO RATA based upon the number of
Registrable Shares owned by each such Stockholder at the time of such
registration; and
(iii) third, the Other Shares.
(b) Notwithstanding anything to the contrary contained in this
Agreement, if the managing underwriter advises the Company in good faith that
the inclusion of Registrable Shares held by any particular Stockholder(s)
proposed to be included in any such registration would materially adversely
affect the successful offering and sale (including pricing) of Registrable
Shares proposed to be offered and sold in such offering, then such
Stockholder(s) shall be precluded from including such Registrable Shares in such
offering.
(c) The number of requests permitted by the Stockholders pursuant
to this SECTION 3 shall be unlimited.
SECTION 4. REGISTRATIONS ON FORM S-3.
(a) Subject to SECTION 4(c), at such time as the Company shall have
qualified for the use of Form S-3 promulgated under the Securities Act or any
successor form thereto, each Investor Stockholder and Management Stockholder
shall have the right to request in writing registrations on Form S-3, or such
successor form, and to effect a registration under the Securities Act of
Registrable Shares in accordance with this SECTION 4.
(b) If the Company shall be requested by any Investor Stockholder
or Management Stockholder to effect a registration under the Securities Act of
Registrable Shares in accordance with this SECTION 4, then the Company shall
promptly give written notice of such proposed registration to all Investor
Stockholders and Management Stockholders and shall offer to include in such
proposed registration any Registrable Shares requested to be included in such
proposed registration by such Investor Stockholders and Warrantholders who
respond in writing to the Company's notice within thirty (30) days after
delivery of such notice (which response shall specify the number of Registrable
Shares proposed to be included in such registration). The Company shall promptly
use its commercially reasonable efforts to effect such registration on Form S-3
of the Registrable Shares which the Company has been so requested to register.
(c) The Company shall not be obligated to effect any registration
under the Securities Act requested by the Investor Stockholders and Management
Stockholders under this SECTION 4 except in accordance with the following
provisions:
(i) the Company shall not be obligated to effect any such
registration initiated pursuant to this SECTION 4 if (A) the anticipated
gross offering price of all Registrable Shares to be included therein would
be less than $2,500,000 or (B) the Company shall have effected four (4) or
more Registration Statements on Form S-3 pursuant to this SECTION 4 during
the twelve month period prior to the date of such request for registration
(unless the Company shall have waived such limitation);
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(ii) the Company may delay the filing or effectiveness of any
Registration Statement for a period not to exceed ninety (90) days after
the date of a request for registration pursuant to this SECTION 4 if (A)
the Board of Directors has determined that such registration would have a
material adverse effect upon the Company or its then current business plans
or (B) at the time of such request the Company is engaged in a Material
Transaction; PROVIDED, HOWEVER, that the Company may not utilize this right
more than once in any twelve-month period; and
(iii) with respect to any registration pursuant to this SECTION
4, the Company may include in such registration any Registrable Shares,
Primary Shares or Other Shares; PROVIDED, HOWEVER, that the Company shall
not include any Primary Shares in such Registration Statement if such
inclusion would render the Company ineligible to use Form S-3; and PROVIDED
FURTHER, HOWEVER, that if the managing underwriter advises the Company that
the inclusion of all Registrable Shares, Primary Shares and Other Shares
proposed to be included in such registration would materially adversely
affect the offering or sale (including pricing) of all such securities,
then the number of Registrable Shares, Primary Shares and Other Shares
proposed to be included in such registration shall be included in the
following order:
(A) first, the Registrable Shares held by the Investor
Stockholders and Management Stockholders requesting their
Registrable Shares be included in such registration pursuant to
the terms of this SECTION 4, PRO RATA based upon the number of
Registrable Shares owned by each such Investor Stockholder and
Management Stockholders at the time of such registration;
(B) second, the Primary Shares; and
(C) third, the Other Shares.
(d) The number of requests permitted by the Investor Stockholders
pursuant to this SECTION 4 shall be unlimited. The Management Stockholders,
collectively, shall be permitted to make not more than two (2) requests pursuant
to this SECTION 4, and no more than one (1) of which may be made in any
twelve-month period.
(e) Notwithstanding anything to the contrary contained in this
Agreement, if the managing underwriter advises the Company in good faith that
the inclusion of Registrable Shares held by any particular Stockholder(s)
proposed to be included in any such registration would materially adversely
affect the successful offering and sale (including pricing) of Registrable
Shares proposed to be offered and sold in such offering, then such
Stockholder(s) shall be precluded from including such Registrable Shares in such
offering.
SECTION 5. HOLDBACK AGREEMENT.
(a) If the Company at any time shall register an offering and sale
of shares of Common Stock under the Securities Act in an underwritten offering
(i) pursuant to an Initial Public Offering or (ii) pursuant to any other
registration under the Securities Act (other than on Form S-4 or Form S-8
promulgated under the Securities Act or any successor forms thereto), if
requested by the managing underwriter(s) and provided that the directors and
officers of the
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Company are so restricted, the Stockholders shall not sell, make any short sale
of, grant any option for the purchase of, or otherwise dispose of any Restricted
Securities (other than (A) those Registrable Shares included in such
registration pursuant to SECTIONS 2, 3 or 4, (B) a Transfer without
consideration by a Stockholder that is a limited liability company or limited
partnership to its members, partners or investment advisors or (C) a Permitted
Transfer (as defined in the Stockholders' Agreement)) without the prior written
consent of the Company for a period as shall be determined by the managing
underwriters, which period cannot begin more than seven (7) days prior to the
effectiveness of such Registration Statement and cannot last more than ninety
(90) days (180 days in the case of the Company's Initial Public Offering) after
the effective date of such Registration Statement.
(b) If the Company at any time pursuant to SECTION 2 of this
Agreement shall register under the Securities Act an offering and sale of
Registrable Shares held by Stockholders for sale to the public pursuant to an
underwritten offering, the Company shall not, without the prior written consent
of the lead underwriters for such offering, effect any public sale or
distribution of securities similar to those being registered, or any securities
convertible into or exercisable or exchangeable for such securities, for such
period as shall be determined by the managing underwriters, which period shall
not begin more than seven (7) days prior to the effectiveness of the
Registration Statement pursuant to which such public offering shall be made and
shall not last more than ninety (90) days (180 days in the case of the Company's
Initial Public Offering) after the closing of sale of shares pursuant to such
Registration Statement (except as part of such underwritten registration or
pursuant to registrations on Form S-8 or any successor form).
SECTION 6. PREPARATION AND FILING.
If and whenever the Company is under an obligation pursuant to the
provisions of this Agreement to effect the registration of an offering and sale
of any Registrable Shares, the Company shall, as expeditiously as practicable:
(a) use its best efforts (or commercially reasonable efforts, if
such request is pursuant to SECTION 4) to cause a Registration Statement that
registers such offering of Registrable Shares to become and remain effective
(subject to paragraph (c) below) for a period of 120 days or until all of such
Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five (5) Business Days before filing a
Registration Statement that registers such Registrable Shares, a Prospectus
relating thereto and any amendments or supplements relating to such Registration
Statement or Prospectus, to one counsel selected by the Requesting Stockholders
holding in excess of fifty percent (50%) of the Registrable Shares requested to
be included in such registration (the "STOCKHOLDERS' COUNSEL"), copies of all
such documents proposed to be filed (it being understood that such
five-Business-Day period need not apply to successive drafts of the same
document proposed to be filed so long as such successive drafts are supplied to
such counsel in advance of the proposed filing by a period of time that is
customary and reasonable under the circumstances) and shall use its best efforts
to reflect in each such document, when so filed with the Commission, such
comments as the Stockholders whose Registrable Shares are to be covered by such
Registration Statement may reasonably propose;
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(c) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective for
at least a period of 180 days or until all of such Registrable Shares have been
disposed of (if earlier) and to comply with the provisions of the Securities Act
with respect to the offering and sale or other disposition of such Registrable
Shares;
(d) notify the Stockholders' Counsel promptly in writing (A) of any
comments by the Commission with respect to such Registration Statement or
Prospectus, or any request by the Commission for the amending or supplementing
thereof or for additional information with respect thereto, (B) of the issuance
by the Commission of any stop order suspending the effectiveness of such
Registration Statement or Prospectus or any amendment or supplement thereto or
the initiation of any proceedings for that purpose and (C) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of such Registrable Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Registrable
Shares under such other securities or blue sky laws of such jurisdictions as any
seller of Registrable Shares reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
of Registrable Shares to consummate the disposition in such jurisdictions of the
Registrable Shares owned by such seller; PROVIDED, HOWEVER, that the Company
will not be required to qualify generally to do business, subject itself to
general taxation or consent to general service of process in any jurisdiction
where it would not otherwise be required to do so but for this SECTION 6(e);
(f) furnish to each seller of such Registrable Shares such number
of copies of a summary Prospectus or other Prospectus, including a preliminary
Prospectus, in conformity with the requirements of the Securities Act, and such
other documents as such seller of Registrable Shares may reasonably request in
order to facilitate the public offering and sale or other disposition of such
Registrable Shares;
(g) use its best efforts to cause such offering and sale of
Registrable Shares to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and
operations of the Company to enable the seller or sellers thereof to consummate
the disposition of such Registrable Shares;
(h) notify on a timely basis each seller of such Registrable Shares
at any time when a Prospectus relating to such Registrable Shares is required to
be delivered under the Securities Act within the appropriate period mentioned in
clause SECTION 6(b) of the happening of any event as a result of which the
Prospectus included in such 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 light of the circumstances then existing and, at the request of
such seller, prepare and furnish to such seller a reasonable number of copies of
a supplement to or an amendment of such Prospectus as may be necessary so that,
as thereafter delivered to the offerees of such shares, such Prospectus shall
not include an untrue statement of a material fact or omit to state a material
fact required to be stated
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therein or necessary to make the statements therein not misleading in light of
the circumstances then existing;
(i) make available for inspection by any seller of such Registrable
Shares, any underwriter participating in any disposition pursuant to such
Registration Statement and any attorney, accountant or other agent retained by
any such seller or underwriter (collectively, the "INSPECTORS"), all pertinent
financial, business and other records, pertinent corporate documents and
properties of the Company (collectively, the "RECORDS"), as shall be reasonably
necessary to enable them to exercise their due diligence responsibilities, and
cause the Company's officers, directors and employees to supply all information
(together with the Records, the "INFORMATION") reasonably requested by any such
Inspector in connection with such Registration Statement (and any of the
Information which the Company determines in good faith to be confidential, and
of which determination the Inspectors are so notified, shall not be disclosed by
the Inspectors unless (A) the disclosure of such Information is necessary to
avoid or correct a misstatement or omission in the Registration Statement, (B)
the release of such Information is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction, (C) such Information has been made
generally available to the public, and (D) the seller of Registrable Shares
agrees that it will, upon learning that disclosure of such Information is sought
in a court of competent jurisdiction, give notice to the Company and allow the
Company, at the Company's expense, to undertake appropriate action to prevent
disclosure of the Information deemed confidential);
(j) use its best efforts to obtain from its independent certified
public accountants a "cold comfort" letter in customary form and covering such
matters of the type customarily covered by cold comfort letters;
(k) use its best efforts to obtain, from its counsel, an opinion or
opinions in customary form (which shall also be addressed to the Stockholders
selling Registrable Shares in such registration);
(l) provide a transfer agent and registrar (which may be the same
entity and which may be the Company) for such Registrable Shares not later than
the effective date of such Registration Statement;
(m) issue to any underwriter to which any seller of Registrable
Shares may sell shares in such offering certificates evidencing such Registrable
Shares;
(n) list such Registrable Shares on any national securities
exchange on which any shares of the Common Stock are listed or, if the Common
Stock is not listed on a national securities exchange, use its commercially
reasonable efforts to qualify such Registrable Shares for quotation on the
automated quotation system of the NASDAQ, National Market System ("NMS"), or
such other national securities exchange as the holders of a majority of such
Registrable Shares included in such registration shall request;
(o) in connection with an underwritten offering, to the extent
reasonably requested by the managing underwriter(s), participate and support
customary efforts to sell the securities in the offering, including, without
limitation, participating in "ROAD SHOWS";
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(p) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission, and make available to its security
holders, as soon as reasonably practicable but not later than eighteen (18)
months after the effective date, earnings statements which need not be audited
covering a period of twelve (12) months beginning within three (3) months after
the effective date of the Registration Statement, which earnings statements
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder; and
(q) use its best efforts to take all other steps necessary to
effect the registration of such Registrable Shares contemplated hereby.
SECTION 7. EXPENSES.
All expenses incurred by the Company in complying with SECTION 6,
including, without limitation, all registration and filing fees (including all
expenses incident to filing with the National Association of Securities Dealers,
Inc.), fees and expenses of complying with securities and blue sky laws,
printing expenses, fees and expenses of the Company's counsel and accountants
and fees and expenses of the Stockholders' Counsel shall be paid by the Company;
PROVIDED, HOWEVER, that all underwriting discounts and selling commissions
applicable to the Registrable Shares and Other Shares shall not be borne by the
Company but shall be borne by the seller or sellers thereof, in proportion to
the number of Registrable Shares and Other Shares sold by such seller or
sellers.
SECTION 8. INDEMNIFICATION.
(a) In connection with any registration of any offering and sale of
Registrable Shares under the Securities Act pursuant to this Agreement, the
Company shall indemnify and hold harmless the seller of such Registrable Shares,
each underwriter, broker or any other Person acting on behalf of such seller,
each other Person, if any, who controls any of the foregoing Persons within the
meaning of the Securities Act and each Representative (including, without
limitation, the Stockholders' Counsel) of any of the foregoing Persons, against
any losses, claims, damages or liabilities, joint or several, to which any of
the foregoing Persons may become subject, whether commenced or threatened, under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement under which such Registrable Shares were registered, any
preliminary Prospectus or final Prospectus contained therein, any amendment or
supplement thereto or any document incident to registration or qualification of
any offering and sale of any Registrable Shares, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
or, with respect to any Prospectus, necessary to make the statements therein in
light of the circumstances under which they were made not misleading, or any
violation by the Company of the Securities Act or state securities or blue sky
laws applicable to the Company and relating to action or inaction required of
the Company in connection with such registration or qualification under such
state securities or blue sky laws, and the Company shall promptly reimburse such
seller, such underwriter, such broker, such controlling Person or such
Representatives for any legal or other expenses incurred by any of them in
connection with investigating or defending any such loss, claim, damage,
liability or action; PROVIDED, HOWEVER, that the Company shall not be liable
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to any such Person to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in said Registration Statement, preliminary
Prospectus, amendment thereto, or any document incident to registration or
qualification of any Registrable Shares in reliance upon and in conformity with
written information furnished to the Company through an instrument duly executed
by such Person, or a Person duly acting on their behalf, specifically for use in
the preparation thereof; PROVIDED FURTHER, HOWEVER, that the foregoing indemnity
agreement is subject to the condition that, insofar as it relates to any untrue
statement or allegedly untrue statement in, or omission or alleged omission made
in any preliminary Prospectus but eliminated or remedied in the final Prospectus
(filed pursuant to Rule 424 of the Securities Act), such indemnity agreement
shall not inure to the benefit of any indemnified party from whom the Person
asserting any loss, claim, damage, liability or expense purchased the
Registrable Shares which are the subject thereof, if a copy of such final
Prospectus had been timely made available to such indemnified person and such
final Prospectus was not delivered to such Person with or prior to the written
confirmation of the sale of such Registrable Shares to such Person.
(b) In connection with any registration of an offering and sale of
Registrable Shares under the Securities Act pursuant to this Agreement, each
seller of Registrable Shares shall indemnify and hold harmless (in the same
manner and to the same extent as set forth in SECTION 8(a)) the Company, each
underwriter or broker involved in such offering, each other seller of
Registrable Shares under such Registration Statement, each Person who controls
any of the foregoing Persons within the meaning of the Securities Act and any
Representative of the foregoing Persons with respect to any untrue statement or
allegedly untrue statement in or omission or alleged omission from such
Registration Statement, any preliminary Prospectus or final Prospectus contained
therein, any amendment or supplement thereto or any document incident to
registration or qualification of any such offering and sale of Registrable
Shares, if such statement or omission was made in reliance upon and in
conformity with written information furnished to the Company or such underwriter
through an instrument duly executed by such seller or a Person duly acting on
its behalf specifically for use in connection with the preparation of such
Registration Statement, preliminary Prospectus, final Prospectus, amendment or
supplement; PROVIDED, HOWEVER, that the maximum amount of liability in respect
of such indemnification shall be limited, in the case of each seller of
Registrable Shares, to an amount equal to the net proceeds actually received by
such seller from the sale of Registrable Shares effected pursuant to such
registration.
(c) Promptly after receipt by an indemnified party of notice of the
commencement of any action involving a claim referred to in the preceding
paragraphs of this SECTION 8, such indemnified party will, if a claim in respect
thereof is made against an indemnifying party, give written notice to the latter
of the commencement of such action (PROVIDED, HOWEVER, that an indemnified
party's failure to give such notice in a timely manner shall only relieve the
indemnification obligations of an indemnifying party to the extent such
indemnifying party is materially prejudiced by such failure). In case any such
action is brought against an indemnified party, the indemnifying party will 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 responsible for any
legal or other expenses subsequently incurred
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by the indemnified party in connection with the defense thereof; PROVIDED,
HOWEVER, that if any indemnified party shall have reasonably concluded that
there may be one or more legal or equitable defenses available to such
indemnified party which are in addition to or conflict with those available to
the indemnifying party, or that such claim or litigation involves or could have
an effect upon matters beyond the scope of the indemnity agreement provided in
this SECTION 8, the indemnifying party shall not have the right to assume the
defense of such action on behalf of such indemnified party and such indemnifying
party shall reimburse such indemnified party and any Person controlling such
indemnified party for that portion of the fees and expenses of any one lead
counsel (PLUS appropriate special and local counsel) retained by the indemnified
party which are reasonably related to the matters covered by the indemnity
agreement provided in this SECTION 8.
(d) If the indemnification provided for in this SECTION 8 is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, claim, damage or liability referred to herein, then
the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amounts paid or payable by such indemnified
party as a result of such loss, claim, damage or liability in such proportion as
is appropriate to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other hand in connection with the
statements or omissions which resulted in such loss, claim, damage or liability
as well as any other relevant equitable considerations; PROVIDED, HOWEVER, that
the maximum amount of liability in respect of such contribution shall be
limited, in the case of each seller of Registrable Shares, to an amount equal to
the net proceeds actually received by such seller from the sale of Registrable
Shares effected pursuant to such registration. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. No Person guilty of fraud shall be entitled
to indemnification or contribution hereunder.
(e) The indemnification and contribution provided for under this
Agreement will remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party and will survive the Transfer of
Registrable Shares.
SECTION 9. UNDERWRITING AGREEMENT.
(a) Notwithstanding the provisions of SECTIONS 5, 6 and 8, to the
extent that the Stockholders selling Registrable Shares in a proposed
registration shall enter into an underwriting or similar agreement, which
agreement contains provisions covering one or more issues addressed in such
Sections of this Agreement, the provisions contained in such Sections of this
Agreement addressing such issue or issues shall be of no force or effect with
respect to such registration, but this provision shall not apply to the Company
if the Company is not a party to the underwriting or similar agreement;
PROVIDED, HOWEVER, that no such underwriting agreement shall be effective to
diminish the rights of the Stockholders set forth in SECTION 8.
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(b) If any registration pursuant to SECTION 2 or SECTION 4 is
requested to be an underwritten offering, the Company shall negotiate in good
faith to enter into a reasonable and customary underwriting agreement with the
underwriters thereof. The Company shall be entitled to receive indemnities from
lead institutions, underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, to the same
extent as provided above with respect to information so furnished in writing by
such Persons specifically for inclusion in any Prospectus or Registration
Statement and to the extent customary given their role in such distribution.
(c) No Stockholder may participate in any registration hereunder
that is underwritten unless such Stockholder agrees to (i) sell such
Stockholder's Registrable Shares proposed to be included therein on the basis
provided in any underwriting arrangements acceptable to the Company in the case
of an offering of Primary Shares, or, in the case of an offering pursuant to
SECTION 2 hereof, the Company and the Requesting Stockholders, provided that
with respect to an offering pursuant to SECTION 2, such restriction shall apply
only with respect to underwriting arrangements that are reasonable and
customary, and (ii) as expeditiously as possible, notify the Company of the
occurrence of any event concerning such Stockholder as a result of which the
Prospectus relating to such registration contains 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, in light of the circumstances under
which they were made, not misleading.
SECTION 10. SUSPENSION.
Anything contained in this Agreement to the contrary
notwithstanding, the Company may (not more than once with respect to each
registration and not more than once in any twelve-month period), by notice in
writing to each holder of Registrable Shares to which a Prospectus relates,
require such holder to suspend, for up to 90 days (the "SUSPENSION PERIOD"), the
use of any Prospectus included in a Registration Statement filed under SECTIONS
2, 3 or 4 if a Material Transaction exists that would require an amendment to
such Registration Statement or supplement to such Prospectus (including any such
amendment or supplement made through incorporation by reference to a report
filed under Section 13 of the Exchange Act). The period during which such
Prospectus must remain effective shall be extended by a period equal to the
Suspension Period. The Company may (but shall not be obligated to) withdraw the
effectiveness of any Registration Statement subject to this provision; PROVIDED,
HOWEVER, that, if the Company withdraws a Registration Statement, then, as soon
as the Company deems practicable, it shall use its best efforts to have a
Registration Statement with respect to such Registrable Shares declared
effective, otherwise such withdrawn Registration Statement shall not count as a
Registration Statement pursuant to SECTION 2.
SECTION 11. INFORMATION BY HOLDER.
Each holder of Registrable Shares to be included in any
registration shall furnish to the Company and the managing underwriter such
written information regarding such holder and the distribution proposed by such
holder as the Company or the managing underwriter may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement.
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SECTION 12. EXCHANGE ACT COMPLIANCE.
From and after the Registration Date or such earlier date as a
registration statement filed by the Company pursuant to the Exchange Act
relating to any class of the Company's securities shall have become effective,
the Company shall comply with all of the reporting requirements of the Exchange
Act (whether or not it shall be required to do so) and shall comply with all
other public information reporting requirements of the Commission which are
conditions to the availability of Rule 144 for the sale of the Common Stock. The
Company shall cooperate with each Stockholder in supplying such information as
may be necessary for such Stockholder to complete and file any information
reporting forms presently or hereafter required by the Commission as a condition
to the availability of Rule 144.
SECTION 13. NO CONFLICT OF RIGHTS.
The Company represents and warrants to the Stockholders that it has
not granted registration rights to any other Person, and the Company shall not
grant to any other Person any registration rights without the consent of the
Requisite Stockholders. In any underwritten public offering, the managing
underwriter shall be a nationally recognized investment banking firm selected by
the Company, and, to the extent applicable, reasonably acceptable to the
Requesting Stockholders holding a majority of Registrable Shares requested to be
registered.
SECTION 14. TERMINATION.
This Agreement shall terminate and be of no further force or effect
when there shall not be any Restricted Securities outstanding; PROVIDED,
HOWEVER, that SECTIONS 7 and 8 shall survive the termination of this Agreement.
SECTION 15. SUCCESSORS AND ASSIGNS.
This Agreement shall bind and inure to the benefit of the Company
and the Stockholders and, subject to SECTION 16, their respective successors and
assigns.
SECTION 16. ASSIGNMENT.
Each Stockholder may assign its rights hereunder to any purchaser
from such Stockholder of Restricted Securities; PROVIDED, HOWEVER, that, in the
case of an assignment by any Stockholder, any such purchaser shall purchase such
Restricted Securities from such Stockholder in accordance with the Stockholders'
Agreement; PROVIDED FURTHER, HOWEVER, that such purchaser shall, as a condition
to the effectiveness of such assignment, be required to execute a counterpart to
this Agreement agreeing to be treated as a Stockholder hereunder (of the same
class (i.e., Investor Stockholder or Management Stockholder) as the transferor
Stockholder), whereupon such purchaser shall have the benefits of, and shall be
subject to the restrictions contained in, this Agreement. Each transferee of a
Stockholder is an intended third party beneficiary of this Agreement and shall
have the benefits of this Agreement upon such Transfer, without any further
action on its part. The Company may not assign its rights hereunder without the
consent of the Requisite Stockholders.
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SECTION 17. NOTICES.
All notices, requests, consents and other communications hereunder
to any party shall be deemed to be sufficient if contained in a written
instrument and shall be deemed to have been duly given when delivered in Person,
by facsimile, by overnight courier, or by first class registered or certified
mail, postage prepaid, addressed to such party at the address set forth below or
such other address as may hereafter be designated in writing by the addressee to
the sender:
(a) if to the Company, to:
MQ Associates, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: President
with copies to:
▇'▇▇▇▇▇▇▇▇ LLP
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.; and
(b) if to any Stockholder, to it at its address set forth on
SCHEDULE I attached hereto;
or to such other address as the party to whom notice is to be given may have
furnished to each other party in writing in accordance herewith. Any such notice
or communication shall be deemed to have been received (i) when delivered, if
personally delivered or sent by facsimile, (ii) on the first Business Day after
dispatch, if sent by nationally recognized, overnight courier guaranteeing next
Business Day delivery and (iii) on the third Business Day following the date on
which the piece of mail containing such communication is posted, if sent by
mail.
SECTION 18. MODIFICATIONS; AMENDMENTS; WAIVERS.
The terms and provisions of this Agreement may not be modified or
amended, nor may any provision applicable to the Stockholders be waived, except
pursuant to a writing signed by (a) the Company and (b) the Requisite
Stockholders, PROVIDED, HOWEVER, that (i) any such amendment, modification, or
waiver that would adversely affect the rights hereunder of any Stockholder of a
particular class (i.e., Investor Stockholders and Management Stockholders), in
its capacity as a Stockholder of such class, without similarly affecting the
rights hereunder of all Stockholders of such class in their capacities as
Stockholders of such class, shall not be effective as to such Stockholder
without his or its prior written consent, (ii) any such amendment,
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modification or waiver that would adversely affect the rights hereunder of any
particular class of Stockholders, in their capacities as Stockholders of such
class, without similarly affecting the rights hereunder of all other classes of
Stockholders, shall not be effective as to such class of Stockholders without
the prior written consent of the Stockholders of such class holding in the
aggregate in excess of fifty percent (50%) of the Restricted Shares held by such
Stockholders as members of such class, and (iii) assuming compliance with
SECTION 16 hereof, SCHEDULE I to this Agreement shall be deemed to be
automatically amended from time to time to reflect the addition to this
Agreement of any Person identified in clause (b) of the definitions of Investor
Stockholder and Management Stockholder, and the Company will, from time to time,
distribute to the Stockholders a revised SCHEDULE I to reflect any such changes.
SECTION 19. SEVERABILITY.
It is the desire and intent of the parties that the provisions of
this Agreement be enforced to the fullest extent permissible under the law and
public policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any provision of this Agreement would be held in any
jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction, shall be ineffective, without invalidating
the remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction. Notwithstanding the
foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.
SECTION 20. COUNTERPARTS AND FACSIMILE EXECUTION.
This Agreement may be executed in two or more counterparts, all of
which shall be considered one and the same agreement and shall become effective
when one or more counterparts have been signed by each of the parties and
delivered (by facsimile or otherwise) to the other party, it being understood
that all parties need not sign the same counterpart. Any counterpart or other
signature to this Agreement that is delivered by facsimile shall be deemed for
all purposes as constituting good and valid execution and delivery by such party
of this Agreement.
SECTION 21. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance
with the domestic laws of the State of
New York without giving effect to any
choice or conflict of law provision or rule that would cause the application of
the laws of any jurisdiction other than the State of
New York.
SECTION 22. WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
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SECTION 23. CONSENT TO JURISDICTION.
Each of the parties hereto irrevocably submits to the exclusive
jurisdiction of (a) the Supreme Court of the State of
New York,
New York County
and (b) the United States District Court for the Southern District of
New York,
for the purposes of any suit, action or other proceeding arising out of this
Agreement or the transactions contemplated hereby. Each of the parties hereto
further agrees that service of any process, summons, notice or document by U.S.
registered mail to such party's respective address set forth in SECTION 17 shall
be effective service of process for any action, suit or proceeding in the State
of
New York with respect to any matters to which it has submitted to
jurisdiction in this SECTION 23. Each of the parties hereto irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement or the transactions contemplated
hereby and thereby in (a) the Supreme Court of the State of
New York,
New York
County or (b) the United States District Court for the Southern District of New
York, and hereby and thereby further irrevocably and unconditionally waives and
agrees not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.
SECTION 24. ENTIRE AGREEMENT.
This Agreement and the other documents, certificates, instruments,
writings and agreements referred to herein or delivered pursuant hereto contain
the entire understanding of the parties with respect to the subject matter
hereof and supersede in their entirety any and all prior agreements and
understandings between the parties hereto with respect to subject matter hereof,
all of which are hereby terminated in their entirety and of no further force or
effect.
SECTION 25. HEADINGS.
The headings of the various sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be a part
of this Agreement.
* * * * *
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IN WITNESS WHEREOF, the undersigned have duly executed this
Registration Rights Agreement as of the date first written above.
MQ ASSOCIATES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
Chairman and CEO
INVESTOR STOCKHOLDERS:
MQ INVESTMENT HOLDINGS, LLC
By: ▇.▇. ▇▇▇▇▇▇ Partners (BHCA), L.P., its
Managing Member
By: JPMP Master Fund Manager, L.P., its
General Partner
By: JPMP Capital Corp., its General Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, M.D.
Executive Vice President
MANAGEMENT STOCKHOLDERS:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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/s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇
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J. ▇▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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