DAOU SYSTEMS, INC.
REGISTRATION RIGHTS
AGREEMENT
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JULY 26, 1999
TABLE OF CONTENTS
PAGE
ARTICLE I REGISTRATION RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2 Form S-3 Registration. . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.3 Company Registration . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.4 Obligations of the Company . . . . . . . . . . . . . . . . . . . . . . . .2
1.5 Furnish Information. . . . . . . . . . . . . . . . . . . . . . . . . . . .3
1.6 Expenses of Registration . . . . . . . . . . . . . . . . . . . . . . . . .3
1.7 Underwriting Requirements. . . . . . . . . . . . . . . . . . . . . . . . .3
1.8 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
1.9 Reports Under 1934 Act . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.10 "Market Stand-Off" Agreement . . . . . . . . . . . . . . . . . . . . . . .6
1.11 Rule 144 Availability. . . . . . . . . . . . . . . . . . . . . . . . . . .7
ARTICLE II MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
2.1 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . .7
2.2 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
2.3 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
2.4 Titles and Subtitles . . . . . . . . . . . . . . . . . . . . . . . . . . .7
2.5 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
2.6 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
2.7 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . .8
2.8 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
2.9 Aggregation of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . .8
2.10 Entire Agreement; Amendment; Waiver. . . . . . . . . . . . . . . . . . . .8
2.11 Adjustments for Stock Splits . . . . . . . . . . . . . . . . . . . . . . .8
-i-
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 26, 1999, is among
DAOU SYSTEMS, INC., a Delaware corporation (the "COMPANY"), and the investors
listed on SCHEDULE 1 to this Agreement, each of which is referred to in this
Agreement as an "INVESTOR."
RECITALS
WHEREAS, the Company and the Investors are parties to the Series A
Preferred Stock Purchase Agreement of even date herewith (the "SERIES A
AGREEMENT"); and
WHEREAS, in order to induce the Company to enter into the Series A
Agreement and to induce the Investors to invest funds in the Company pursuant to
the Series A Agreement, the Investors and the Company hereby agree that this
Agreement will govern the rights of the Investor to cause the Company to
register shares of the Company's common stock (the "COMMON STOCK") issued or
issuable to the Investors and certain other matters as set forth in this
Agreement;
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
ARTICLE I
REGISTRATION RIGHTS
1.1 DEFINITIONS. For purposes of this Agreement:
(a) the term "REGISTER," "REGISTERED," and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933, as amended (the
"ACT"), and the declaration or ordering of effectiveness of such registration
statement or document;
(b) the term "REGISTRABLE SECURITIES" means (i) the Common Stock
issuable or issued upon conversion of the Series A Preferred Stock (whether or
not sold pursuant to the Series A Agreement), and (ii) any Common Stock issued
as (or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of, such Series A Preferred Stock or Common
Stock, excluding in all cases, however, any Registrable Securities sold by a
person in a transaction in which such person's rights under this ARTICLE I are
not assigned;
(c) the number of shares of "REGISTRABLE SECURITIES THEN OUTSTANDING"
will be determined by the number of shares of Common Stock outstanding which
are, and the number of shares of Common Stock issuable pursuant to then
exercisable or convertible securities which are, Registrable Securities;
(d) the term "HOLDER" means any person owning or having the right to
acquire Registrable Securities or any permitted assignee thereof; and
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(e) the term "FORM S-3" means such form under the Act as in effect on
the date of this Agreement or any registration form under the Act subsequently
adopted by the Securities and Exchange Commission ("SEC") which permits
inclusion or incorporation of substantial information by reference to other
documents filed by the Company with the SEC.
1.2 FORM S-3 REGISTRATION. As soon as reasonably practicable after the
Closing (currently anticipated to be approximately 45 days), the Company shall
file with the SEC a Registration Statement on Form S-3 (or other similar form)
covering the continuous sale of the Registrable Securities pursuant to Rule 415
under the Securities Act or any successor thereto (the "SHELF REGISTRATION
STATEMENT"), in the manner specified therein. The Company shall use all
reasonable efforts to cause the Shelf Registration Statement to be declared
effective by the SEC as soon as reasonably practicable after its filing with the
SEC, and to remain effective until the earlier of (x) such time as all of the
Registrable Securities are sold pursuant to the Shelf Registration Statement or
(y) each Holder is able to sell within any 90-day period all Registrable
Securities owned by such Holder pursuant to SEC Rules as then in effect,
including Rule 144 under the Securities Act, or any successor thereto ("SEC RULE
144") (the "EFFECTIVE PERIOD"); provided that in the event that Company
determines in good faith that, because it has under consideration a significant
(as defined under Regulation S-X of the SEC) acquisition or disposition or other
material transaction or corporate event that has not been publicly disclosed or
that it is in the process of preparing for filing with the SEC a Current Report
on Form 8-K or other form, the Shelf Registration Statement may contain a
material misstatement or omission, Parent may cause the Shelf Registration
Statement to not be used during the period in question. The Company agrees it
will use its best efforts to ensure that such deferral will be for the shortest
period of time reasonably required not exceeding, in the aggregate, 90 days in
any 12-month period. In the event the Shelf Registration Statement has not been
declared effective by the SEC within 120 days after the Closing, the dividend
rate on the Series A Preferred Stock shall increase in accordance with Section 1
of the Certificate of Designations until the Shelf Registration Statement has
been declared effective.
1.3 COMPANY REGISTRATION. In the event that (i) the Company fails to
satisfy its obligations pursuant to SECTION 1.2 or (ii) for any period of not
less than 30 consecutive days the Shelf Registration Statement may not be used
for any reason, and if (but without any obligation to do so) the Company
proposes to register (including for this purpose a registration effected by the
Company for shareholders other than the Holders) any of its stock or other
securities under the Act in connection with the public offering of such
securities solely for cash (other than a registration relating solely to the
sale of securities to participants in a Company stock plan, or a registration on
any form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities), the Company will, at such time, promptly give each
Holder written notice of such registration. Upon the written request of each
Holder given within 20 days after mailing of such notice by the Company in
accordance with SECTION 2.5, the Company will, subject to the provisions of
SECTION 1.7, cause to be registered under the Act all of the Registrable
Securities that each such Holder has requested to be registered.
1.4 OBLIGATIONS OF THE COMPANY. Except as otherwise expressly specified
in this Agreement, whenever required under this ARTICLE I to effect the
registration of any Registrable Securities, the Company will, as expeditiously
as reasonably practicable:
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(a) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement.
(b) Furnish to the Holders such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them.
(c) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as will be reasonably requested by the Holders,
provided that the Company will not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
(d) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering. Each Holder participating
in such underwriting will also enter into and perform its obligations under such
an agreement.
(e) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act 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 the light of the circumstances then existing.
1.5 FURNISH INFORMATION. It will be a condition precedent to the
obligations of the Company to take any action pursuant to this ARTICLE I with
respect to the Registrable Securities of any selling Holder that such Holder
will furnish to the Company such information regarding itself, the Registrable
Securities held by it, the intended method of disposition of such securities and
all of the other pertinent information as will be required to effect the
registration of such Holder's Registrable Securities.
1.6 EXPENSES OF REGISTRATION. Subject to restrictions under applicable
state securities laws, all expenses other than underwriting discounts and
commissions incurred in connection with registrations, filings or qualifications
pursuant to SECTIONS 1.2 and 1.3, including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees, and
fees and disbursements of counsel for the Company and the reasonable fees and
disbursements of one counsel representing the Holders will be borne by the
Company.
1.7 UNDERWRITING REQUIREMENTS. In connection with any offering involving
an underwriting of shares of the Company's capital stock, the Company will not
be required under SECTION 1.3 to include any of the Holders' securities in such
underwriting unless they accept the terms of the underwriting as agreed upon
between the Company and the underwriters selected by it (or by other persons
entitled to select the underwriters), and then the Company will have a
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right to limit the number of shares to such number as it will determine in
good faith will not jeopardize the success of the offering by the Company.
If the total amount of securities, including Registrable Securities,
requested by shareholders to be included in such offering exceeds the amount
of securities sold other than by the Company that the Company determines in
good faith is compatible with the success of the offering, then the Company
will be required to include in the offering only that number of such
securities, including Registrable Securities, which the Company determines in
good faith will not jeopardize the success of the offering (the securities so
included to be apportioned pro rata first among selling shareholders which
are either (i) Holders of Registrable Securities or (ii) holders of Warrants
referenced in Section 2.2(c)(ii) of the Series A Agreement according to the
total amount of securities entitled to be included therein owned by each such
Holder or holders until all securities desired by such Holders are included,
then among the other selling shareholders according to the total amount of
securities entitled to be included therein owned by each other selling
shareholder or in such other proportions as will mutually be agreed to by
such selling shareholder; provided that any Registrable Securities held by
officers and directors of the Company will be excluded from such registration
to the extent required by such limitations). For purposes of the preceding
parenthetical concerning apportionment, for any selling shareholder which is
a Holder of Registrable Securities and which is a partnership or corporation,
the partners, retired partners and shareholders of such Holder, or the
estates and family members of any such partners and retired partners an any
trusts for the benefit of any of the foregoing persons will be deemed to be a
single "SELLING SHAREHOLDER," and any pro-rata reduction with respect to such
"selling shareholder" will be based upon the aggregate amount of shares
carrying registration rights owned by all entities and individuals included
in such "selling shareholder," as defined in this sentence.
1.8 INDEMNIFICATION. If any Registrable Securities are included in a
registration statement under this ARTICLE I:
(a) To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, each of its directors and each of its officers,
any underwriter (as defined in the Act) for such Holder and each person, if
any, who controls such Holder or underwriter within the meaning of the Act or
the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), against
any losses, claims, damages, or liabilities (joint or several) to which they
may become subject under the Act, or the Exchange Act, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "VIOLATION"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) 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 (iii) any violation or
alleged violation by the Company of the Act, the Exchange Act, or any rule or
regulation promulgated under the Act, or the Exchange Act; and the Company
will pay to each such Holder, director, officer, underwriter or controlling
person, any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability, or
action; provided, however, that the indemnity agreement contained in this
SUBSECTION 1.8(a) will not apply to amounts paid in settlement of any such
loss, claim, damage, liability, or action if such settlement is effected
without the consent of the Company (which consent will not be unreasonably
withheld), nor will the Company be liable in any such case for
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any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and
in conformity with written information furnished expressly for use in
connection with such registration by any such Holder, director, officer,
underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
Holder selling securities in such registration statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Act or the Exchange Act insofar as such losses,
claims, damages, or liabilities (or actions in respect thereto) arise out of or
are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with such registration; and each such Holder will pay any legal or other
expenses reasonably incurred by any person intended to be indemnified pursuant
to this SUBSECTION 1.8(b), in connection with investigating or defending any
such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this SUBSECTION 1.8(b) will not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder, which consent
will not be unreasonably withheld; provided, that, in no event will any
indemnity under this SUBSECTION 1.8(b) exceed the proceeds from the offering net
of sales commission, if any, received by such Holder.
(c) Promptly after receipt by an indemnified party under this SECTION
1.8 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this SECTION 1.8, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party will have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel satisfactory to
the indemnified party (which shall not unreasonably withhold its approval);
provided, however, that an indemnified party (together with all other
indemnified parties which may be represented without conflict by one counsel)
will have the right to retain one separate counsel, with the reasonable fees and
expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party is
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if prejudicial
to its ability to defend such action, will relieve such indemnifying party of
any liability to the indemnified party under this SECTION 1.8, but the omission
so to deliver written notice to the indemnifying party will not relieve it of
any liability that it may have to any indemnified party otherwise than under
this SECTION 1.8.
(d) If the indemnification provided for in this SECTION 1.8 is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party to this Agreement, will contribute to the amount paid or
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payable by such indemnified party as a result of such loss, liability, claim,
damage, or expense 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 in connection with the statements or omissions
that resulted in such loss, liability, claim, damage, or expense as well as
any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party will 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.
(e) Notwithstanding the foregoing, to the extent that the provisions
on indemnification and contribution contained in the underwriting agreement
entered into in connection with the underwritten public offering are in conflict
with the foregoing provisions, the provisions in the underwriting agreement will
control.
(f) The obligations of the Company and Holders under this SECTION 1.8
will survive the completion of any offering of Registrable Securities in a
registration statement under this ARTICLE I, and otherwise.
1.9 REPORTS UNDER 1934 ACT. With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Act and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities of
the Company to the public without registration or pursuant to a registration on
Form S-3, the Company will:
(a) make and keep public information available, as those terms are
understood and defined in SEC Rule 144, at all times;
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the Exchange Act; and
(c) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of SEC Rule 144, the Act and the
Exchange Act, or that it qualifies as a registrant whose securities may be
resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports
and documents so filed by the Company, and (iii) such other information as may
be reasonably requested in availing any Holder of any rule or regulation of the
SEC which permits the selling of any such securities without registration or
pursuant to such form.
1.10 "MARKET STAND-OFF" AGREEMENT. Notwithstanding the rights granted
pursuant to SECTION 1.2, each Investor hereby agrees that, during the period of
duration (not to exceed 180 days) specified by the Company and an underwriter of
Common Stock or other securities of the Company, following the effective date of
a registration statement of the Company filed under the Act, it will not, to the
extent requested by the Company and such underwriter, directly or indirectly
sell, offer to sell, contract to sell (including, without limitation, any short
sale), grant any option to purchase or otherwise transfer or dispose of (other
than to donees who agree to be
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similarly bound) any securities of the Company held by it at any time during
such period except Common Stock included in such registration; provided,
however, that all executive officers and directors of the Company and all
other persons with registration rights (whether or not pursuant to this
Agreement) enter into similar agreements. The right of the Company hereunder
may be exercised by it not more than once in any one-year period.
In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of each
Investor (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.
1.11 RULE 144 AVAILABILITY. Notwithstanding anything to the contrary above
in this ARTICLE I, prior to exercising any right provided for in this ARTICLE I
each Holder will (i) evaluate in good faith whether such Holder is otherwise
permitted to sell the entire amount of Registrable Securities it is then seeking
to register within the time period it desires to sell pursuant to Rule 144 of
the Exchange Act, or any successor regulation thereto and (ii) exercise such
rights only in the case that it determines in good faith that such rights are
necessary to sell such Registrable Securities in a timely manner.
ARTICLE II
MISCELLANEOUS
2.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided in this
Agreement, the terms and conditions of this Agreement will inure to the benefit
of and be binding upon the respective successors and assigns of the parties
(including transferees of any shares of Registrable Securities). Nothing in
this Agreement, express or implied, is intended to confer upon any party other
than the parties to this Agreement or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
2.2 GOVERNING LAW. This Agreement will be governed by and construed under
the laws of the State of California as applied to agreements among California
residents entered into and to be performed entirely within California.
2.3 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
2.4 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.
2.5 NOTICES. Unless otherwise provided, any notice required or permitted
under this Agreement will be given in writing and will be deemed effectively
given upon personal delivery to the party to be notified, by telecopy upon the
appropriate answer-back, or upon deposit with the United States Post Office, by
registered or certified mail, postage prepaid and addressed to the party to be
notified at the address indicated for such party on the signature page of this
Agreement, or at such other address as such party may designate by ten days'
advance written notice to the other parties.
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2.6 EXPENSES. If any action at law or in equity is necessary to enforce
or interpret the terms of this Agreement, the prevailing party will be entitled
to reasonable attorneys' fees, costs and necessary disbursements in addition to
any other relief to which such party may be entitled.
2.7 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of the Company and the Holders of a majority of the
Registrable Securities then outstanding. Any amendment or waiver effected in
accordance with this paragraph will be binding upon each Holder of any
Registrable Securities then outstanding, each future Holder of all such
Registrable Securities, and the Company.
2.8 SEVERABILITY. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision will be excluded from this
Agreement and the balance of the Agreement will be interpreted as if such
provision were so excluded and will be enforceable in accordance with its terms.
2.9 AGGREGATION OF STOCK. All shares of Registrable Securities held or
acquired by affiliated entities or persons will be aggregated together for the
purpose of determining the availability of any rights under this Agreement.
2.10 ENTIRE AGREEMENT; AMENDMENT, WAIVER. This Agreement (including the
Exhibits to this Agreement, if any) constitutes the full and entire
understanding and agreement between the parties with regard to the subjects of
this Agreement and thereof.
2.11 ADJUSTMENTS FOR STOCK SPLITS. Wherever in this Agreement there is a
reference to a specific number of shares of Common Stock or Preferred Stock of
the Company of any class or series, or a reference to any amount of dollars per
any such share, then, upon the occurrence of any subdivision, combination or
stock dividend of such class or series of stock, the specific number of shares
or the specific dollar amount so referenced in this Agreement will automatically
be proportionately adjusted to reflect the effect on the outstanding shares of
such class of series of stock by such subdivision, combination or stock
dividend.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
THE COMPANY:
DAOU SYSTEMS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Executive Officer
THE INVESTORS:
▇▇▇▇▇ PARTNERS III, L.P.,
a Delaware Limited Partnership
By: Claudius, L.L.C.,
a Delaware Limited Liability Company
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Senior Managing Member
▇▇▇▇▇ PARTNERS INTERNATIONAL III, L.P.,
a Delaware Limited Partnership
By: Claudius, L.L.C.,
a Delaware Limited Liability Company
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Senior Managing Member
▇▇▇▇▇ EMPLOYEE FUND III, L.P.,
a Delaware Limited Partnership
By: Wesson Enterprises, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
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SCHEDULE 1
INVESTORS
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NAME AND ADDRESS
----------------
▇▇▇▇▇ Partners III, L.P.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ Partners International III, L.P.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ Employee Fund III, L.P.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
S-1