EXHIBIT 10.08
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated August 13, 1999, by
and among INTERSIL HOLDING CORPORATION, a Delaware corporation formerly known as
HSS Holding Corporation (the "Company"), STERLING HOLDING COMPANY, LLC, a
Delaware limited liability company ("Sterling"), MANATEE INVESTMENT
CORPORATION., a Delaware corporation ("▇▇▇▇▇▇"), CITICORP MEZZANINE PARTNERS,
L.P. ("CMP"), a Delaware limited partnership, the individuals identified on the
signature pages of this Agreement as Management Investors, the individuals who
join in the Stockholders' Agreement and this Agreement as Management Investors
(collectively, the "Management Investors") and other Persons who may from time
to time become parties to this Agreement. Sterling, Harris, CMP and the
Management Investors are sometimes referred to hereinafter individually as an
"Investor" and collectively as the "Investors."
Background
The Company, Sterling, Harris, CMP and the Management Investors are parties
to, and this Agreement is made pursuant to, the Stockholders' Agreement. In
order to induce the Investors to enter into the Stockholders' Agreement, the
Company has agreed to provide the registration rights set forth in this
Agreement.
Terms
In consideration of the mutual covenants contained herein and intending to
be legally bound hereby, the parties hereto agree as follows:
1. Definitions
As used in this Agreement, the following capitalized terms shall have the
following meanings:
"Affiliate" has the meaning set forth in Rule 12b-2 of the Rules
promulgated under the Exchange Act.
"CMP Registrable Securities" means (i) any shares of Common Stock issued or
issuable to CMP or its affiliates upon exercise of the CMP Warrants or otherwise
on or after the date hereof, and (ii) any shares of capital stock of the Company
issued or issuable with respect to the securities referred to in clause (i)
above by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. For purposes of this Agreement, a Person will be deemed to be a
holder of CMP Registrable Securities whenever such Person has the right to
acquire directly or indirectly such CMP Registrable Securities (upon conversion
or exercise in connection with a transfer of securities or otherwise, but
disregarding any restrictions or limitations upon the exercise of such right),
whether or not such acquisition has actually been effected, provided, however,
that each such share of Common Stock shall cease to be a CMP Registrable
Security when (i) it has been effectively registered under the Securities Act
and disposed of in accordance with the Registration Statement covering it; (ii)
it is distributed to the public pursuant to Rule 144 (or any similar provisions
then in force) under the Securities Act; or (iii) it has otherwise been
transferred and a new certificate or other evidence of ownership for it not
bearing or requiring a legend as set forth in Section 4.2 of the Stockholders'
Agreement (or other legend of similar import) and not subject to any stop
transfer order has been delivered by or on behalf of the Company and no other
restriction on transfer exists under the Securities Act.
"CMP Warrants" means the stock purchase warrants (together with all
warrants issued in substitution or replacement therefor) issued to CMP to
purchase Common Stock, pursuant to a Warrant Agreement, dated as of the date
hereof, by and between the Company and CMP (as amended, restated or modified
from time to time).
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the Class A Common Stock, par value $.01 per share, of
the Company and any capital stock of the Company issued or issuable with respect
to such common stock by way of or in connection with any stock dividend or
distribution payable thereon or stock split, reverse stock split,
recapitalization, reclassification, reorganization, exchange, subdivision or
combination thereof.
"Company Registrable Securities" has the meaning set forth in Section 4(b)
of this Agreement.
"Damages" has the meaning set forth in Section 5(a) of this Agreement.
"Demand Registration" and "Demand Registration Requests" have the meanings
set forth in Section 3(a) of this Agreement.
"Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time.
"Incidental Registration" has the meaning set forth in Section 2(a) of this
Agreement.
"Inspector" and "Inspectors" have the meanings set forth in Section 4(j) of
this Agreement.
"Other Registrable Securities" means (i) any shares of Common Stock issued
or issuable to or otherwise acquired by ▇▇▇▇▇▇ or the Management Investors on or
after the date hereof and (ii) any shares of capital stock of the Company issued
or issuable with respect to the securities referred to in clause (i) above by
way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization,
provided, however, that Incentive Shares (as defined in the Stockholders'
Agreement) of Common Stock issued to Management Investors (and any shares of
capital stock of the Company issued or issuable with respect to such Incentive
Shares by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization) shall be deemed to be Other Registrable Securities only to the
extent that such shares are subject to the Company's Purchase Option (as defined
in the Stockholders' Agreement) at the Adjusted Book Value Price (as defined in
the Stockholders' Agreement). For purposes of this Agreement, a Person will be
deemed to be a holder of Other Registrable Securities whenever such Person has
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the right to acquire, directly or indirectly, such Other Registrable Securities
(upon conversion or exercise in connection with a transfer of securities or
otherwise, but disregarding any restrictions or limitations upon the exercise of
such right), whether or not such acquisition has actually been effected, but in
the case of Registrable Securities subject to vesting, only to the extent that
such Person's right to acquire such Registrable Securities has vested and
provided, further, that each Other Registrable Security shall cease to be an
Other Registrable Security when (i) it has been effectively registered under the
Securities Act and disposed of in accordance with the Registration Statement
covering it; (ii) it is distributed to the public pursuant to Rule 144 (or any
similar provisions then in force) under the Securities Act; or (iii) it has
otherwise been transferred and a new certificate or other evidence of ownership
for it not bearing or requiring a legend as set forth in Section 4.2 of the
Stockholders' Agreement (or other legend of similar import) and not subject to
any stop transfer order has been delivered by or on behalf of the Company and no
other restriction on transfer exists under the Securities Act.
"Person" means an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, or a government or agency or
political subdivision thereof.
"Prospectus" means the prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Securities
covered by such Registration Statement and all other amendments and supplements
to such prospectus, including post-effective amendments, and all material
incorporated by reference in such prospectus.
"Qualified Public Offering" means the sale, in an underwritten public
offering registered under the Securities Act, of shares of the Company's Common
Stock having an aggregate value (based upon the offering price of such offering)
of at least $20 million.
"Records" has the meaning set forth in Section 4(j) of this Agreement.
"Registration Expenses" means the costs and expenses of all registrations
and qualifications under the Securities Act, and of all other actions the
Company is required to take in order to effect the registration of Registrable
Securities under the Securities Act pursuant to this Agreement (including all
federal and state registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company and the fees and expenses of the
Company's independent public accountants (including the expenses of any special
audit and "cold comfort" letters required by or incident to such registration))
other than the costs and expenses of any Investors whose Registrable Securities
are to be registered pursuant to this Agreement comprising underwriters'
commissions, brokerage fees, transfer taxes or the fees and expenses of any
accountants or other representatives retained by any Investor.
"Registration Statement" means any registration statement of the Company
which covers any of the Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits and
all material incorporated by reference in such registration statement.
"Registrable Securities" means the Sterling Registrable Securities, CMP
Registrable Securities, or the Other Registrable Securities.
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"Securities Act" means the Securities Act of 1933, as amended from time to
time.
"Sterling Registrable Securities" means (i) any shares of Common Stock
issued or issuable to or otherwise acquired by Sterling on or after the date
hereof and (ii) any shares of capital stock of the Company issued or issuable
with respect to the securities referred to in clause (i) above by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. For purposes of
this Agreement, a Person will be deemed to be a holder of Sterling Registrable
Securities whenever such Person has the right to acquire, directly or
indirectly, such Sterling Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected, provided, however, that each such
share of Common Stock shall cease to be a Sterling Registrable Security when (i)
it has been effectively registered under the Securities Act and disposed of in
accordance with the Registration Statement covering it; (ii) it is distributed
to the public pursuant to Rule 144 (or any similar provisions then in force)
under the Securities Act; or (iii) it has otherwise been transferred and a new
certificate or other evidence of ownership for it not bearing or requiring a
legend as set forth in Section 4.2 of the Stockholders' Agreement (or other
legend of similar import) and not subject to any stop transfer order has been
delivered by or on behalf of the Company and no other restriction on transfer
exists under the Securities Act.
"Stockholders' Agreement" means the Securities Purchase and Holders
Agreement dated as of the date hereof by and among the Company, CMP, Sterling
and the Management Investors and other Persons party thereto from time to time.
"Special Registration Statement" means (i) a registration statement on
Forms S-8 or S-4 or any similar or successor form or any other registration
statement relating to an exchange offer or an offering of securities solely to
the Company's employees or security holders or (ii) a registration statement
registering a Unit Offering.
"Unit Offering" means a public offering of a combination of debt and equity
securities of the Company in which (i) not more than 20% of the gross proceeds
received from the sale of such securities is attributed to such equity
securities, and (ii) after giving effect to such offering, the Company does not
have a class of equity securities required to be registered under the Exchange
Act.
"underwritten registration or "underwritten offering" means a registration
in which securities of the Company are sold to an underwriter for reoffering to
the public.
2. Incidental Registration.
(a) Right to Include Common Stock. If the Company at any time proposes to
register any of its Common Stock under the Securities Act (other than on a
Special Registration Statement), whether or not for sale for its own account,
the Company will give written notice at least 30 days prior to the anticipated
effective date of the registration statement filed or to be filed in connection
with such registration to all holders of Registrable Securities of its intention
to issue its Common Stock under the Securities Act and of such holders' rights
under this Section 2. Upon the written request of any such holders of
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Registrable Securities made within 15 days of the date of the foregoing notice
from the Company (which request shall specify the aggregate number of the
Registrable Securities to be registered and will also specify the intended
method of disposition thereof), the Company will effect the registration under
the Securities Act of all Registrable Securities which the Company has been so
requested to register by the holders thereof (an "Incidental Registration"), to
the extent required to permit the public disposition (in accordance with such
intended methods thereof) of the Registrable Securities to be so registered;
provided that (i) if, any time after giving written notice of its intention to
register shares of Common Stock and prior to the effective date of the
Registration Statement filed in connection with such registration, the Company
shall determine for any reason not to register the Common Stock, the Company
shall give written notice of such determination to each holder of Registrable
Securities and, thereupon, shall be relieved of its obligation to register any
Registrable Securities in connection with such registration (but not from its
obligation to pay the Registration Expenses in connection therewith); (ii) if a
registration requested pursuant to this Section 2 shall involve an underwritten
public offering, any holder of Registrable Securities requesting to be included
in such registration may elect, in writing at least 25 days prior to the
effective date of the Registration Statement filed in connection with such
registration, not to register such securities in connection with such
registration; and (iii) if, at any time after the 180-day or shorter period
specified in Section 2(b), the sale of the securities has not been completed,
the Company may withdraw from the registration on a pro rata basis (based on the
number of Registrable Securities requested by each holder of Registrable
Securities to be so registered) the Registrable Securities which the Company has
been requested to register and which have not been sold.
(b) Priority in Incidental Registrations. If a registration pursuant to
Section 2(a) involves an underwritten offering and the managing underwriter
advises the Company in writing that, in its opinion, the total number of shares
of Common Stock to be included in such registration, including the Registrable
Securities requested to be included pursuant to this Section 2, exceeds the
maximum number of shares of Common Stock specified by the managing underwriter
that may be distributed without adversely affecting the price, timing or
distribution of such shares of Common Stock, then the Company shall include in
such registration only such maximum number of Registrable Securities which, in
the reasonable opinion of such underwriter or underwriters, can be sold in the
following order of priority: (i) first, all of the shares of Common Stock that
the Company proposes to sell for its own account, if any; (ii) second, all of
the shares of Common Stock being registered by holder(s) of Registrable
Securities pursuant to a Demand Registration; and (iii) third, the Registrable
Securities of the holder(s) of Registrable Securities requested to be included
in such Incidental Registration. To the extent that shares of Common Stock to be
included in the Incidental Registration must be allocated among the holders(s)
of Registrable Securities pursuant to clause (iii) above, such shares shall be
allocated pro rata among the holders(s) of Registrable Securities based on the
number of shares of Common Stock that such holders(s) of Registrable Securities
shall have requested to be included therein. Notwithstanding the foregoing, if
an Incidental Registration is an underwritten offering, the managing underwriter
or underwriters may select shares for inclusion, or exclude shares completely,
in such Incidental Registration on a basis other than a pro rata basis if, in
the reasonable opinion of such underwriter or underwriters, selection on such
other basis, or inclusion of such shares, would be material to the success of
the offering.
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(c) Selection of Underwriters. If any Incidental Registration is an
underwritten offering, the investment banker(s) and manager(s) for the offering
will be selected by the Company.
(d) Expenses. The Company will pay all Registration Expenses in connection
with any registration of Registrable Securities requested pursuant to this
Section 2.
(e) Liability for Delay. The Company shall not be held responsible for any
delay in the filing or processing of a Registration Statement which includes any
Registrable Securities due to requests by holders of Registrable Securities
pursuant to this Section 2 nor for any delay in requesting the effectiveness of
such Registration Statement.
(f) Participation in Underwritten Registrations. No holder of Registrable
Securities may participate in any underwritten registration hereunder unless
such holder (i) agrees to sell his or its Common Stock on the basis provided in
any underwriting arrangements approved by the persons who have selected the
underwriter and (ii) accurately completes in a timely manner and executes all
questionnaires, powers of attorney, indemnification agreements, underwriting
agreements and other documents customarily required under the terms of such
underwriting arrangements.
3. Demand Registration
(a) Right to Demand Registration. Subject to Section 3(b) below, (i) the
holders of a majority of Sterling Registrable Securities shall be entitled to
make written requests ("Demand Registration Requests") at any time and from time
to time and (ii) the holders of a majority of the CMP Registrable Securities
shall be entitled to make one Demand Registration Request at any time commencing
at the earlier of (A) the sixth anniversary of the date hereof or (B) the
expiration of 180 days after the Company has consummated a Qualified Public
Offering (or otherwise has a class of equity securities registered pursuant to
Section 12 of the Exchange Act), in each case to the Company for registration
with the Commission under and in accordance with the provisions of the
Securities Act (including, but not limited to, registrations under Rule 415
promulgated under the Securities Act) of all or part of the Sterling Registrable
Securities or CMP Registrable Securities, as the case may be, owned by them (a
"Demand Registration") (which Demand Registration Request shall specify the
intended number of Sterling Registrable Securities or CMP Registrable
Securities, as the case may be, to be disposed of by such holders, the
anticipated price range for such offering and the intended method of disposition
thereof); provided that (i) the Company may, if the Board of Directors so
determines in the exercise of its reasonable judgment, that due to a pending or
contemplated acquisition or disposition or public offering it would be
inadvisable to effect such Demand Registration at such time, defer such Demand
Registration for a single period not to exceed 180 days. Within 10 days after
receipt of the Demand Registration Request, the Company will serve written
notice of such Demand Registration Request to all holders of Registrable
Securities and, subject to paragraph (b) below, the Company will include in such
registration all Registrable Securities of such holders with respect to which
the Company has received written requests for inclusion therein from such
holders within 15 business days after duly given to the applicable holder of the
notice from the Company. All requests made pursuant to this paragraph 4(a) will
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specify the aggregate number of the Registrable Securities to be registered and
will also specify the intended methods of disposition thereof.
(b) Priority in Demand Registrations. The Company will not include in any
Demand Registration any securities (other than Company Registrable Securities)
which are not Registrable Securities without the prior written consent of at
least a majority of the Sterling Registrable Securities or CMP Registrable
Securities, as the case may be, included in such registration. If any of the
Registrable Securities proposed to be registered pursuant to a Demand
Registration are to be sold in a firm commitment underwritten offering and the
managing underwriter or underwriters of a Demand Registration advise the Company
and the holders of such Registrable Securities in writing that in its or their
reasonable opinion the number of shares of Common Stock proposed to be sold in
such Demand Registration exceeds the maximum number of shares specified by the
managing underwriter that may be distributed without adversely affecting the
price, timing or distribution of the Common Stock, the Company shall include in
such registration only such maximum number of Registrable Securities which, in
the reasonable opinion of such underwriter or underwriters can be sold in the
following order of priority: (i) first, the number of Sterling Registrable
Securities or CMP Registrable Securities, as the case may be, requested to be
included in such registration, pro rata if necessary; (ii) second, the number of
Company Registrable Securities requested to be included in such registration, if
any; (iii) third, all Other Registrable Securities requested to be included in
such registration, pro rata if necessary; (iv) fourth, all other securities
requested to be included in such registration pursuant to "demand registration"
rights granted to other Persons, provided that such rights will have been
granted only as permitted by this Agreement; and (v) fifth, shares of Common
Stock held by other holders requested to be included in such registration, pro
rata if necessary.
(c) Selection of Underwriters. In the case of a Demand Registration for an
underwritten offering, the holders of a majority of the Sterling Registrable
Securities or CMP Registrable Securities, as the case may be, to be included in
such Demand Registration will have the right to select the investment banker(s)
and manager(s) to administer the offering, which investment banker(s) and
manager(s) will be nationally recognized, subject to the Company's approval
which will not be unreasonably withheld.
(d) Expenses. The Company will pay all Registration Expenses in connection
with any registration of Registrable Securities requested pursuant to this
Section 3.
(e) Other Registration Rights. Except as provided in this Agreement, the
Company shall not grant to any Person the right to request the Company to
register any Common Stock under the Securities Act, or the right to participate
in any registration of Common Stock of the Company under the Securities Act,
without the prior written consent of the holders of a majority of Sterling
Registrable Securities and CMP Registrable Securities outstanding at the time of
such grant.
4. Registration Procedures. If and whenever the Company is required to
effect or cause the registration of any Registrable Securities under the
Securities Act as provided in this Agreement, the Company will, as expeditiously
as possible:
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(a) prepare and file with the Commission a Registration Statement with
respect to such Registrable Securities, and use its best efforts to cause such
Registration Statement to become effective, provided, that before filing any
Registration Statement the Company will furnish to the counsel selected by the
holders of a majority of the Registrable Securities covered by such Registration
Statement copies of all such documents proposed to be filed;
(b) in connection with any Demand Registration, if requested by the party
requesting such Demand Registration, use its best efforts to cause to be
included in such registration, a primary offering by the Company of the
Company's shares of Common Stock having an aggregate value (based on the
midpoint of the proposed offering price range specified in the Registration
Statement used to offer such securities) of up to $20 million ("Company
Registrable Securities");
(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 a period of
not less than 180 days or such shorter period which will terminate when all
Registrable Securities covered by such Registration Statement have been sold
(but not before the expiration of the applicable period referred to in Section
4(3) of the Securities Act and Rule 174 promulgated thereunder, if applicable)
and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during such
period in accordance with the intended methods of disposition by the seller or
sellers thereof set forth in such Registration Statement;
(d) furnish to each seller of such Registrable Securities such number of
copies of such Registration Statement and of each such amendment and supplement
thereof (in each case including all exhibits), such number of copies of the
Prospectus included in such Registration Statement (including each preliminary
Prospectus and summary Prospectus), in conformity with the requirements of the
Securities Act, and such other documents as such seller may reasonably request
in order to facilitate the disposition of the Registrable Securities by such
seller;
(e) use its best efforts to register or qualify such Registrable Securities
covered by such Registration Statement under such other securities or Blue Sky
laws of such jurisdictions as each seller shall request, and do any and all
other acts and things which may be necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller; provided, however, that the Company shall not
be required to qualify generally to do business in any jurisdiction where it is
not then so qualified or to take any action which would subject it to general
service of process in any such jurisdiction where it is not then so subject or
subject itself to general taxation in any jurisdiction where it is not then so
subject;
(f) immediately notify each seller of any Registrable Securities covered by
such Registration Statement, at any time when a Prospectus relating thereto is
required to be delivered under the Securities Act within the appropriate period
mentioned in clause (c) of this Section 4, of the Company becoming aware that
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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 the light of the circumstances then existing, and within ten
days prepare and furnish to all sellers a reasonable number of copies of an
amended or supplemental Prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such Prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing;
(g) cause all such Registrable Securities to be listed on each securities
exchange on which similar securities issued by the Company are then listed and,
if not so listed, to be listed on the Nasdaq National Market of The Nasdaq Stock
Market, Inc. ("Nasdaq"), and arrange for at least two market makers to register
as such with respect to the Registrable Securities with the National Association
of Securities Dealers, Inc.
(h) provide an independent transfer agent and registrar for such
Registrable Securities covered by such Registration Statement not later than the
effective date of such Registration Statement;
(i) furnish to each seller of Registrable Securities covered by such
Registration Statement an original, manually signed copy, addressed to such
seller (and the underwriters, if any) of:
(i) an opinion of counsel for the Company, dated the effective date of
such Registration Statement (or, if such registration involves an
underwritten public offering, dated the date of the closing under the
underwriting agreement), reasonably satisfactory in form and substance
to the sellers of not less than 50% of such Registrable Securities
(and the managing underwriter, if any); and
(ii) a "comfort letter," dated the effective date of such Registration
Statement (or, if such registration involves an underwritten public
offering, dated the date of the closing under the underwriting
agreement), signed by the independent public accountants who have
certified the Company's financial statements included in such
Registration Statement, covering such matters with respect to such
Registration Statement as are customarily covered in accountants'
letters delivered to the underwriters in underwritten offerings of
securities as may reasonably be requested by the sellers of not less
than 50% of such Registrable Securities (and the managing underwriter,
if any);
(j) make available for inspection by any seller of such Registrable
Securities covered by such Registration Statement, by any underwriter
participating in any disposition to be effected pursuant to such Registration
Statement and by any attorney, accountant or other agent retained by any such
seller or any such underwriter (any of the foregoing persons, including such
seller, individually an "Inspector" and collectively the "Inspectors"), all
pertinent financial and other records, pertinent corporate documents and
properties of the Company as shall be reasonably requested by an Inspector
(collectively, the "Records"), and cause all of the Company's officers,
directors and employees to supply all information reasonably requested by any
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Inspector in connection with such Registration Statement; provided that any
Records that are designated by the Company in writing as confidential shall be
kept confidential by the Inspectors unless (A) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in such Registration
Statement or (B) the release of such Records is ordered pursuant to a subpoena
or other order from a court of competent jurisdiction or by any regulatory
authority having jurisdiction. Each Investor agrees that non-public information
obtained by it as a result of such Inspections shall be deemed confidential and
acknowledges its obligations under the federal securities laws not to trade any
securities of the Company on the basis of material non-public information;
(k) enter into such customary agreements (including underwriting agreements
in customary form) and take all such other actions as the holders of a majority
of the Registrable Securities being sold or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of such Registrable
Securities (including, without limitation, effecting a stock split or
combination of shares);
(l) 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, an earning statement covering the period of at
least 12 months beginning with the first day of the Company's first full
calendar quarter after the effective date of the Registration Statement, which
earning statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 promulgated thereunder;
(m) permit any holder of Registrable Securities which holder, in its sole
and exclusive judgment, might be deemed to be an underwriter or a controlling
person of the Company, to participate in the preparation of such registration or
comparable statement and to require the insertion therein of material, furnished
to the Company in writing, which in the reasonable judgment of such holder and
its counsel should be included;
(n) in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending of
preventingthe use of any related Prospectus or suspending the qualification of
any Common Stock included in such Registration Statement for sale in any
jurisdiction, the Company will use its reasonable best efforts promptly to
obtain the withdrawal of such order; and
(o) use its best efforts to cause such Registrable Securities covered by
such registration Statement to be registered or approved by such other
governmental agencies or authorities as may be necessary to enable the sellers
thereof to consummate the disposition of such Registrable Securities.
The Company may require each seller of Registrable Securities as to which
any registration is being effected promptly to furnish to the Company such
information regarding the distribution of such Registrable Securities as may be
legally required. Such information shall be furnished in writing and shall state
that it is being furnished for use in the Registration Statement.
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Each holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company of the
happening of any event of the kind described in clause (f) of this Section 4,
such holder will forthwith discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities
until such holder's receipt of the copies of the supplemented or amended
Prospectus contemplated by clause (f) of this Section 4, and, if so directed by
the Company, such holder will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies then in such holder's possession,
of the Prospectus covering such Registrable Securities current at the time of
receipt of the Company's notice. In the event the Company shall give any such
notice, the period mentioned in clause (c) of this Section 4 shall be extended
by the number of days during the period from and including the date of the
giving of such notice pursuant to clause (f) of this Section 4 up to and
including the date when each seller of Registrable Securities covered by such
Registration Statement shall have received the copies of the supplemented or
amended Prospectus contemplated by clause (f) of this Section 4.
If any Registration Statement or comparable statement
contemplated by this Agreement refers to any holder by name or otherwise as the
holder of any securities of the Company and if, in its sole and exclusive
judgment, such holder is or might be deemed to be a controlling person of the
Company, such holder shall have the right to require (i) the insertion therein
of language, in form and substance satisfactory to such holder and presented to
the Company in writing, to the effect that the holding by such holder of such
securities is not to be construed as a recommendation by such holder of the
investment quality of the Company's securities covered thereby and that such
holding does not imply that such holder will assist in meeting any future
financial requirements of the Company, or (ii) in the event that such reference
to such holder by name or otherwise is not required by the Securities Act or any
similar federal statute then in force, the deletion of the reference to such
holder, provided that with respect to this clause (ii) such holder shall furnish
to the Company an opinion of counsel to such effect which opinion and counsel
shall be reasonably satisfactory to the Company.
5. Indemnification.
(a) Indemnification by the Company. The Company hereby agrees to indemnify
and hold harmless each holder of Registrable Securities which shall have been
registered under the Securities Act, and such holder's officers, directors and
agents and each other Person, if any, who controls such holder within the
meaning of the Securities Act and each other Person (including underwriters) who
or which participates in the offering of such Registrable Securities against any
losses, claims, damages, liabilities, reasonable attorneys' fees, costs or
expenses (collectively, the "Damages"), joint or several, to which such holder
or controlling Person or participating Person may become subject under the
Securities Act or otherwise, insofar as such Damages (or proceedings in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact made by the Company or its agents contained in
any Registration Statement under which such Registrable Securities are
registered under the Securities Act, in any preliminary Prospectus or final
Prospectus contained therein, or in any amendment or supplement thereof, 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, and will reimburse such holder of Registrable
Securities or such controlling Person or participating Person in connection with
11
investigating or defending any such Damages or proceeding; provided, however,
that the Company will not be liable in any such case to the extent that any such
Damages arise out of or are based upon (i) an untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration Statement,
said preliminary or final Prospectus or said amendment or supplement in reliance
upon and in conformity with written information furnished to the Company by such
holder or such controlling or participating Person, as the case may be,
specifically for use in the preparation thereof; or (ii) an untrue statement or
alleged untrue statement, omission or alleged omission in a Prospectus if such
untrue statement or alleged untrue statement, omission or alleged omission is
corrected in an amendment or supplement to the Prospectus which amendment or
supplement is delivered to such holder in a timely manner and such holder
thereafter fails to deliver such Prospectus as so amended or supplemented prior
to or concurrently with the sale of such Registrable Securities to the Person
asserting such Damages.
(b) Indemnification by the Holders of Registrable Securities Which Are
Registered. It shall be a condition of the Company's obligations under this
Agreement to effect any registration under the Securities Act that there shall
have been delivered to the Company an agreement or agreements duly executed by
each holder of Registrable Securities to be so registered, whereby such holder
agrees to indemnify and hold harmless the Company, its directors, officers and
agents and each other Person, if any, which controls the Company within the
meaning of the Securities Act against any Damages, joint or several, to which
the Company, or such other Person or such Person controlling the Company may
become subject under the Securities Act or otherwise, but only to the extent
that such Damages (or proceedings in respect thereof) arise out of or are based
upon any untrue statements or alleged untrue statement of any material fact
contained, on the effective date thereof, in any Registration Statement under
which such Registrable Securities are registered under the Securities Act, in
any preliminary Prospectus or final Prospectus contained therein or in any
amendment or supplement thereto, 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, which, in
each such case, has been made in or omitted from such Registration Statement,
said preliminary or final Prospectus or said amendment or supplement in reliance
upon, and in conformity with, written information furnished to the Company by
such holder of Registrable Securities specifically for use in the preparation
thereof. The Company shall be entitled to receive indemnities from 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 furnished in writing by such Persons specifically for
inclusion in any Prospectus or Registration Statement.
(c) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder shall (i) give prompt written notice to the
indemnifying party of the commencement of any action or proceeding involving a
claim referred to in the preceding paragraphs of this Section 5; and (ii) unless
the indemnified party has been advised by its counsel that a conflict of
interest exists between such indemnified and indemnifying parties under
applicable standards of professional responsibility, with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. Whether or not such defense is
assumed by the indemnifying party, the indemnifying party will not be subject to
12
any liability for any settlement made without its consent (but such consent will
not be unreasonably withheld). No indemnifying party will consent to the entry
of any judgment or enter into any settlement (i) that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect of such claim or
litigation and (ii) except for judgments or settlements calling for the payment
of money only, without the consent of the indemnified party (which consent will
not be unreasonably withheld). An indemnifying party who is not entitled to, or
elects not to, assume the defense of the claim, will not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other such indemnified parties with respect to such
claim, in which event the indemnifying party shall be obligated to pay the fees
and expenses of such additional counsel or counsels.
(d) Contribution. If for any reason the indemnification provided for in the
preceding Sections 6(a) or 6(b) is unavailable to an indemnified party in
respect of any Damages referred to therein, the indemnifying party shall
contribute to the amount paid or payable by the indemnified party as a result of
such Damages in such proportion as is appropriate to reflect not only the
relative benefits received by the indemnified party and the indemnifying party,
but also the relative fault of the indemnified party and the indemnifying party,
as well as any other relevant equitable considerations. The relative fault of
such indemnifying party and indemnified parties shall be determined by reference
to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by,
such indemnifying party or indemnified parties, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such action; provided, however, that in no event shall the liability of any
selling holder of Registrable Securities hereunder be greater in amount than the
difference between the dollar amount of the proceeds received by such holder
upon the sale of the Registrable Securities giving rise to such contribution
obligation and all amounts previously contributed by such holder with respect to
such Damages. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of fraudulent misrepresentation.
(e) The indemnification provided for under this Agreement will remain in
full force and effect regardless of any investigation made by or on behalf of
any indemnified party or any officer, director or controlling Person of such
indemnified party and will survive the transfer of securities. The Company also
agrees to make such provisions, as are reasonably requested by any indemnified
party, for contribution to such party in the event the Company's indemnification
is unavailable for any reason.
6. Hold-Back Agreements
(a) Restrictions on Public Sale by Holder of Registrable Securities. Each
holder of Registrable Securities whose Registrable Securities are eligible for
inclusion in a Registration Statement filed pursuant to Sections 3 or 4 agrees,
if requested by the managing underwriter or underwriters in an underwritten
offering of any Registrable Securities, not to effect any public sale or
distribution of Registrable Securities, including a sale pursuant to Rule 144
(or any similar provision then in force) under the Securities Act (except as
13
part of such underwritten registration), during the 10-day period prior to, and
during the 180-day period (or such shorter period as may be agreed to by the
parties hereto) beginning on the effective date of such Registration Statement,
to the extent timely notified in writing by the Company or the managing
underwriter or underwriters, provided that this provision shall not apply to
employees of Sterling, 399 Venture Partners, Inc. or wholly owned subsidiaries
of Citicorp.
The foregoing provisions shall not apply to any holder of Registrable
Securities if such holder is prevented by applicable statute or regulation from
entering into any such agreement; provided, however, that any such holder shall
undertake, in its request to participate in any such underwritten offering, not
to effect any public sale or distribution of Registrable Securities (except as
part of such underwritten registration) during such period unless it has
provided 45 days prior written notice of such sale or distribution to the
managing underwriter or underwriter.
(b) No Inconsistent Agreements. The Company will not enter into any
Agreement which is inconsistent with or violate the rights granted to holders of
Registrable Securities in this Agreement.
(c) Restrictions on Public Sale by the Company and Others. The Company
shall (i) not effect any public sale or distribution of any of its Common Stock
for its own account during the 10-day period prior to, and during the 180-day
period beginning on, the effective date of a Registration Statement filed
pursuant to Sections 3 or 4 (except as part of a Special Registration
Statement), and (ii) use reasonable efforts to cause each holder of Common Stock
purchased from the Company at any time after the date of this Agreement (other
than in a registered public offering) to agree not to effect any public sale or
distribution of any such securities during such period, including a sale
pursuant to Rule 144 under the Securities Act (except as part of such
underwritten registration, if permitted).
7. Miscellaneous
(a) Amendment and Modification. This Agreement may be amended or modified,
or any provision hereof may be waived, provided that such amendment or waiver is
set forth in a writing executed by (i) the Company, (ii) Sterling (so long as
Sterling and its Affiliates own in the aggregate at least 15% of the outstanding
Common Stock on a fully diluted basis), (iii) the holders of a majority of the
CMP Registrable Securities, (iv) the holders of a majority of the outstanding
Common Stock on a fully diluted basis (including Shares owned by Sterling, CMP
and their respective Affiliates) held by the Investors, and (v) in the case of
any amendment which materially and adversely affects any Investor, such
Investor. No course of dealing between or among any persons having any interest
in this Agreement will be deemed effective to modify, amend or discharge any
part of this Agreement or any rights or obligations of any person under or by
reason of this Agreement.
(b) Survival of Representations and Warranties. All representations,
warranties, covenants and agreements set forth in this Agreement will survive
the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, regardless of any investigation made by an
Investor or on its behalf.
14
(c) Successors and Assigns; Entire Agreement. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns and executors,
administrators and heirs. In addition, whether or not any express assignment has
been made, the provisions of this Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities. This Agreement
sets forth the entire agreement and understandings among the parties as to the
subject matter hereof and merges and supersedes all prior discussions and
understandings of any and every nature among them.
(d) Separability. In the event that any provision of this Agreement or the
application of any provision hereof is declared to be illegal, invalid or
otherwise unenforceable by a court of competent jurisdiction, the remainder of
this Agreement shall not be affected except to the extent necessary to delete
such illegal, invalid or unenforceable provision unless that provision held
invalid shall substantially impair the benefits of the remaining portions of
this Agreement.
(e) Notices. All notices provided for or permitted hereunder shall be made
in
writing by hand delivery, registered or certified first-class mail, telecopier
or air courier guaranteeing overnight delivery to the other party at the
following addresses (or at such other address as shall be given in writing by
any party to the others):
If to the Company to:
Intersil Holding Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy number: ▇▇▇-▇▇▇-▇▇▇▇
Attention: General Counsel
with required copies to:
Citicorp Venture Capital, Ltd.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ("Chip") ▇▇▇▇▇▇, IV
and
Dechert Price & ▇▇▇▇▇▇
4000 ▇▇▇▇ Atlantic Tower
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: G. ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
15
If to Sterling to:
Sterling Holding Company, LLC
c/o Citicorp Venture Capital, Ltd.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ("Chip") ▇▇▇▇▇▇, IV
with a required copy to:
Dechert Price & ▇▇▇▇▇▇
4000 ▇▇▇▇ Atlantic Tower
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: G. ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇, Esq.
If to ▇▇▇▇▇▇ to:
Manatee Investment Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
with a required copy to:
Squire, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
If to CMP to:
Citicorp Mezzanine Partners, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a required copy to:
16
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇, Esq.
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Management Investors or any of them, to their addresses as listed
in the books of the Company.
All such notices shall be deemed to have been duly given: when delivered by
hand, if personally delivered; five business days after being deposited in the
mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and
on the next business day, if timely delivered to an air courier guaranteeing
overnight delivery.
(f) Governing Law. The validity, performance, construction and effect of
this Agreement shall be governed by and construed in accordance with the
internal law of Delaware, without giving effect to principles of conflicts of
law.
(g) Waiver of Jury Trial. Each of the parties to this Agreement waives, to
the fullest extent permitted by law, any right to trial by jury of any claim,
demand, action or cause of action (i) arising under this Agreement or (ii) in
any way connected with or related or incidental to the dealings of the parties
hereto in respect of this Agreement or any of the transactions related hereto,
in each case whether now existing or hereafter arising, and whether in contract,
tort, equity or otherwise. Each of the parties to this Agreement agrees and
consents that any such claim, demand, action or cause of action shall be decided
by court trial without a jury and that the parties to this Agreement may file an
original counterpart of a copy of this Agreement with any court as written
evidence of the consent of the parties hereto to the waiver of the right to
trial by jury.
(h) Headings. The headings in this Agreement are for convenience of
reference only and shall not constitute a part of this Agreement, nor shall they
affect their meaning, construction or effect.
(i) Counterparts. This Agreement may be executed in two or more
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original, and all of which taken
together shall constitute one and the same instrument.
(j) Further Assurances. Each party shall cooperate and take such action as
may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.
(k) Termination. Unless sooner terminated in accordance with its terms,
this Agreement shall terminate ten years after the date of this Agreement and
any additional period permitted by law, provided that the indemnification rights
and obligations set forth in Section 5 hereof shall survive the termination of
this Agreement.
17
(l) Remedies. In the event of a breach or a threatened breach by any party
to this Agreement of its obligations under this Agreement, any party injured or
to be injured by such breach, in addition to being entitled to exercise all
rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement, it being agreed by the
parties that the remedy at law, including monetary damages, for breach of such
provision will be inadequate compensation for any loss and that any defense in
any action for specific performance that a remedy at law would be adequate is
waived.
(m) Party No Longer Owning Registrable Securities. If a party hereto ceases
to own any Registrable Securities, such party will no longer be deemed to be an
Investor for purposes of this Agreement; provided that the indemnification
rights and obligations set forth in Section 5 hereof shall survive any such
cessation of ownership.
(n) Pronouns. Whenever the context may require, any pronouns used herein
shall be deemed also to include the corresponding neuter, masculine or feminine
forms.
(o) No Effect on Employment. Nothing herein contained shall confer on any
Investor the right to remain in the employ of the Company or any of its
subsidiaries or Affiliates.
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the day and year first above written.
INTERSIL HOLDING CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
STERLING HOLDING COMPANY LLC
CITICORP VENTURE CAPITAL LTD.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Vice President
MANATEE INVESTMENT CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
CITICORP MEZZANINE PARTNERS, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
S-1
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Social Security Number: ###-##-####
Residence Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Residence Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Business Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Business Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Social Security Number: ###-##-####
Residence Address: ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Residence Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Business Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Business Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------
▇▇▇▇ ▇▇▇▇▇▇▇
Social Security Number: ###-##-####
Residence Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Residence Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Business Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Business Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
S-2
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Social Security Number: ###-##-####
Residence Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇. ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Residence Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Business Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Business Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Social Security Number: ###-##-####
Residence Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Residence Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Business Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Business Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Social Security Number: ###-##-####
Residence Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Residence Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Business Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Business Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
S-3
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Social Security Number: ###-##-####
Residence Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Residence Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Business Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Business Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
/s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------
W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Social Security Number: ###-##-####
Residence Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Residence Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Business Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Business Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Social Security Number: ###-##-####
Residence Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
Residence Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Business Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Business Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
S-4
/s/ ▇▇▇▇▇ ▇▇▇▇
-----------------------
▇▇▇▇▇ ▇▇▇▇
Social Security Number: ###-##-####
Residence Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Residence Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Business Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Business Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
/s/ CB The
-----------------------
CB Teh
Social Security Number: Malaysian citizen - no US SSN
Residence Address: ▇▇. ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Residence Telephone: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇
Business Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Business Telephone: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇
Social Security Number: ###-##-####
Residence Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Residence Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Business Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Business Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
S-5
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Social Security Number: ###-##-####
Residence Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Residence Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Business Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Business Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
S-6
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Social Security Number: ###-##-####
Residence Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Residence Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Business Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Business Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
S-7