EXHIBIT 99.2
THIRD RESTATED REGISTRATION RIGHTS AGREEMENT
Agreement dated as of the 22nd day of May, 2000 by and among Lionbridge
Technologies, Inc., a Delaware corporation formerly known as Lionbridge
Technologies Holdings, Inc. (the "COMPANY"), each of the other parties listed on
SCHEDULE A hereto (individually, a "PRIOR INVESTOR" and collectively, the "PRIOR
INVESTORS"), Capital Resource Lenders III, L.P. and CRP Investment Partners III,
LLC (collectively "CRL"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Venture Capital Fund II Annex, L.P. and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Venture Investors Annex, L.P. (collectively, "▇▇▇▇▇▇ ▇▇▇▇▇▇▇"),
and each of the affiliates of both INT'▇.▇▇▇, Inc. ("INT'▇.▇▇▇") and Harvard
Translations, Inc. ("HT") listed on SCHEDULE B hereto (individually, an
"INT'▇.▇▇▇ AFFILIATE" and collectively, the "INT'▇.▇▇▇ AFFILIATES").
WHEREAS, the Company, the Prior Investors, CRL and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
entered into a Second Restated Registration Rights Agreement dated as of
February 26, 1999 (the "PRIOR REGISTRATION RIGHTS AGREEMENT") in connection with
the sale of notes and warrants to CRL and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇;
WHEREAS, the Compa.ny and INT'▇.▇▇▇ are entering into an Agreement and
Plan of Reorganization (the "INT'L MERGER AGREEMENT") pursuant to which a
wholly-owned subsidiary of the Company will be merged with and into INT'▇.▇▇▇
and the Company and HT are also entering into an Agreement and Plan of
Reorganization pursuant to which a wholly-owned subsidiary of the Company will
be merged with and into HT (the "HT MERGER AGREEMENT," together with the INTL
Merger Agreement, the "MERGER AGREEMENTS"); and
WHEREAS, the Prior Investors, CRL and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ desire to
terminate the Prior Registration Rights Agreement and enter into a Third
Restated Registration Rights Agreement with the Company and the INT'▇.▇▇▇
Affiliates, in order to induce the INT'▇.▇▇▇ Affiliates to approve the INT'L
Merger Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements
herein contained, and intending to be bound hereby, the parties hereby agree as
follows:
1. DEFINITIONS.
1.1 CERTAIN DEFINITIONS. As used in this Agreement, the
following terms shall have the following respective meanings:
"AFFILIATE" means, with respect to any Prior Investor, CRL,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or the INT'▇.▇▇▇ Affiliates, any Person directly or indirectly
controlling, controlled by, or under common control with such Person.
"COMMISSION" means the Securities and Exchange Commission, or
any other Federal agency at the time administering the Securities Act (as
defined below).
"COMMON STOCK" means the common stock, $.01 par value per
share, of the Company.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any similar Federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in
effect.
"PERSON" means an individual, corporation, partnership,
association, trust or other entity or organization.
"REGISTRATION STATEMENT" means a registration statement filed
by the Company with the Commission for a public offering and sale of Common
Stock (other than a registration statement on Form S-8 or Form S-4, or their
successors, or any other form for a similar limited purpose, or any registration
statement covering only securities proposed to be issued in exchange for
securities or assets of another corporation).
"REGISTRATION EXPENSES" means the expenses described in
Section 2.5.
"REGISTRABLE SHARES" means (i) the shares of Common Stock
issued to the Prior Investors upon conversion of the shares of Series C
Convertible Preferred Stock, $.01 par value per share, of the Company issued to
the Prior Investors upon conversion of the shares of Series A Convertible
Preferred Stock, $.01 par value per share, and Series D Nonvoting Convertible
Preferred Stock, $.01 par value per share, issued to the Prior Investors in
exchange for the shares of Series A Preferred of Lionbridge America held by such
Prior Investors, (ii) any other shares of Common Stock of the Company issued in
respect of the Series A Preferred (because of stock splits, stock dividends,
reclassifications, recapitalizations, or similar events), (iii) the shares of
Common Stock issued to CRL and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ upon exercise of the Warrants,
(vi) the shares of Common Stock issued to the INT'▇.▇▇▇ Affiliates under the
terms of the Merger Agreements and (v) any other shares of Common Stock held by
the Prior Investors; provided, that for all purposes of this Agreement,
Registrable Shares shall not include shares of Common Stock which (a) have been
registered under the Securities Act pursuant to an effective registration
statement filed thereunder and disposed of in accordance with the registration
statement covering them, (b) have been sold pursuant to Rule 144 under the
Securities Act or (c) are eligible for sale under Rules 144(k), 145(d)(2) or
145(d)(3) under the Securities Act.
"SECURITIES ACT" means the Securities Act of 1933, as amended,
or any similar Federal statute, and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.
"SERIES A PREFERRED" shall mean the Series A Convertible
Preferred Stock, $.01 par value per share, of the Company's wholly-owned
subsidiary, Lionbridge America, Inc., a Delaware corporation formerly known as
Lionbridge Technologies, Inc.
("LIONBRIDGE AMERICA").
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"STOCKHOLDERS" means the Prior Investors, CRL, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
and the INT'▇.▇▇▇ Affiliates.
"WARRANTS" shall mean the Common Stock Purchase Warrants to
purchase Common Stock issued to CRL pursuant to the First Amended and Restated
Senior Subordinated Note and Warrant Purchase Agreement dated as of February 26,
1999 and issued to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the Senior Subordinated Senior
Note and Warrant Purchase Agreement dated March 9, 1999.
2. REGISTRATION RIGHTS.
2.1 SALE OR TRANSFER OF SHARES; LEGEND.
(a) The Registrable Shares shall not be sold or
transferred unless either (i) they first shall have been registered under the
Securities Act, or (ii) the Company first shall have been furnished with an
opinion of legal counsel, reasonably satisfactory to the Company, to the effect
that such sale or transfer is exempt from the registration requirements of the
Securities Act.
(b) Each certificate representing the Registrable
Shares (other than Registrable Shares which have
been registered under the Securities Act pursuant to an effective registration
statement filed thereunder) shall bear a legend substantially in the following
form:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"ACT"), or applicable state securities laws and may not be
transferred or otherwise disposed of unless and until such
shares are registered under the Act and such laws or (1)
registration under applicable state securities laws is not
required and (2) an opinion of counsel satisfactory to the
Company is furnished to the Company to the effect that
registration under the Act is not required."
The foregoing legend shall be removed from the certificates
representing any Registrable Shares at the request of the holder thereof at such
time as they become registered under the Securities Act or eligible for resale
pursuant to Rule 144(k) under the Securities Act.
2.2 REQUIRED REGISTRATIONS.
(a) If, at any time after the date two (2) years
after the purchase of the Series A Preferred (but in no event within six (6)
months after the effective date of any prior Company registration statement),
within 90 days following receipt by the Company of written notice from a
Stockholder or Stockholders holding not less than forty percent (40%) of the
then outstanding Registrable Shares, which written notice requests the Company
to register at least twenty percent (20%) of the then outstanding Registrable
Shares, or any lesser percentage, so long as the anticipated aggregate offering
price for such shares exceeds $5,000,000, the Company shall use its best efforts
to effect the registration of such Registrable Shares on Form S-1 or Form S-2
(or any successor forms) or other appropriate Registration Statement
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designated by such Stockholder or Stockholders holding a majority of the
Registrable Shares to be included in the demand registration.
(b) At any time after the Company becomes eligible to
file a Registration Statement on Form S-3 (or any successor form relating to
secondary offerings), a Stockholder or Stockholders may request the Company, in
writing, to effect the registration (which may include a shelf or underwritten
offering) on Form S-3 (or such successor form), of the Registrable Shares of
such Stockholder or Stockholders, having an aggregate offering price of at least
$1,000,000 (based on the then current public market price). Thereupon, the
Company shall, as expeditiously as possible, use its best efforts to effect the
registration on Form S-3, or such successor form, of all Registrable Shares
which the Company has been requested to register.
(c) The Stockholders shall have the right to require
the Company to effect two demand registrations on Form S-1 or Form S-2 and an
unlimited number of registrations on Form S-3 (or any successor forms) pursuant
to this Section 2.2; however, a registration on Form S-1 or Form S-2 will not
count for this purpose unless it becomes effective and holders are able to sell
at least 50% of the Registrable Shares sought to be included in such
registration. The Company shall not, however, register any additional shares of
stock of the Company at the same time as a demand registration without the prior
written consent of the holders of a majority of the Registrable Shares to be
included in the demand registration.
(d) If at the time of any request to register
Registrable Shares pursuant to this Section 2.2, the Company is engaged or has
fixed plans to engage within 30 days of the time of the request in a registered
public offering as to which the Stockholders may include Registrable Shares
pursuant to Section 2.3 or is engaged in any other activity which, in the good
faith determination of the Company's Board of Directors, would be adversely
affected by the requested registration to the material detriment of the Company,
then the Company may at its option direct that such request be delayed for a
period not in excess of six (6) months from the effective date of such offering
or the date of commencement of such other material activity, as the case may be,
such right to delay a request to be exercised by the Company not more than once
in any one-year period.
2.3 INCIDENTAL REGISTRATION.
(a) Whenever the Company proposes to file a
Registration Statement, whether pursuant to Section 2.2 or otherwise, prior to
such filing it shall give written notice to all Stockholders of its intention to
do so, and upon the written request of a Stockholder or Stockholders given
within 30 days after the Company provides such notice (which request shall state
the intended method of disposition of such Registrable Shares), the Company
shall cause all Registrable Shares which the Company has been requested to
register to be registered under the Securities Act to the extent necessary to
permit their sale or other disposition in accordance with the intended methods
of distribution specified in the request of such Stockholder(s).
(b) In connection with any offering under this
Section 2.3 involving an underwriting, the Company shall not be required to
include any Registrable Shares in such
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underwriting unless the holders thereof accept the terms of the underwriting as
agreed upon between the Company and the underwriters selected by it, and then
only in such quantity as will not, in the opinion of the underwriters,
jeopardize the success of the offering by the Company. If in the opinion of the
managing underwriter the registration of all, or part of, the Registrable Shares
which the Stockholders have requested to be included would materially and
adversely affect such public offering, then the Company shall be required to
include in the underwriting only that number of Registrable Shares, if any,
which the managing underwriter believes may be sold without causing such adverse
effect. In the event of such a reduction in the number of shares to be included
in the underwriting, all Stockholders of Registrable Shares who have requested
registration shall participate in the underwriting pro rata based upon their
total ownership of Registrable Shares (or in any other proportion as agreed upon
by such Stockholders) and if any such Stockholders would thus be entitled to
include more shares than such Stockholders requested to be registered, the
excess shall be allocated among such other requesting holders pro rata based on
their ownership of Registrable Shares. No other securities requested to be
included in a registration for the account of anyone other than the Company or
the Stockholders shall be included in a registration unless all Registrable
Shares requested to be included in such registration are also included.
(c) Holders of not less than fifty-one percent
(51%) of the Registrable Shares may waive the rights contained in this Section
2.3 on behalf of all holders of Registrable Shares.
2.4 REGISTRATION PROCEDURES. If and whenever the Company is
required by the provisions of this Agreement to use its best efforts to effect
the registration of any of the Registrable Shares under the Securities Act, the
Company shall:
(a) file with the Commission a Registration
Statement with respect to such Registrable Shares and use its best efforts to
cause that Registration Statement to become and remain effective;
(b) as expeditiously as possible prepare and
file with the Commission any amendments and supplements to the Registration
Statement and the prospectus included in the Registration Statement as may be
necessary to keep the Registration Statement effective for a period of not less
than 90 days from the effective date;
(c) as expeditiously as possible furnish to each
selling Stockholder such reasonable numbers of copies of the prospectus,
including the preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as the selling Stockholder may
reasonably request in order to facilitate the public sale or other disposition
of the Registrable Shares owned by the selling Stockholder; and
(d) as expeditiously as possible use its best efforts
to register or qualify the Registrable Shares covered by the Registration
Statement under the securities or Blue Sky laws of such states as the selling
Stockholder shall reasonably request, and do any and all other acts and things
that may be necessary or desirable to enable the selling Stockholder to
consummate the public sale or other disposition of the Registrable Shares owned
by the selling
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Stockholder in such jurisdictions; PROVIDED, HOWEVER, that the Company shall not
be required in connection with this paragraph (d) to qualify as a foreign
corporation in any jurisdiction.
If the Company has delivered preliminary or final prospectuses to
selling Stockholders and after having done so the prospectus has been or is
required to be amended to comply with the requirements of the Securities Act, or
the Commission has issued a stop order or other suspension of effectiveness of a
registration statement, the Company shall promptly notify the selling
Stockholders and, if requested, the selling Stockholders shall immediately cease
making offers of Registrable Shares and shall return all prospectuses to the
Company. The Company shall promptly provide the selling Stockholders with
revised prospectuses and, following receipt of the revised prospectuses, the
selling Stockholder shall be free to resume making offers of the Registrable
Shares.
2.5 ALLOCATION OF EXPENSES. The Company shall pay the
Registration Expenses for (i) the demand registration on Form S-1 or Form S-2
(or any successor forms) and (ii) all demand registrations on Form S-3. If a
registration on a Registration Statement other than Form S-3 (or any successor
form) requested by the Stockholders pursuant to paragraph (a) of Section 2.2 is
withdrawn at the request of the Stockholders requesting it (other than as a
result of information concerning the business or financial condition of the
Company that is made known to the Stockholders after the date on which such
registration was requested) and if the requesting Stockholders holding a
majority of the Registrable Shares requested to be included in such registration
elect not to have such registration counted as a registration requested under
paragraph (a) of Section 2.2, the requesting Stockholders shall pay the
Registration Expenses of such registration pro rata in accordance with the
number of their Registrable Shares included in such registration. For purposes
of this Section, the term "REGISTRATION EXPENSES" shall mean all expenses
incurred by the Company in complying with this Section 2, including, without
limitation, all registration and filing fees, exchange listing fees, printing
expenses, fees and disbursements of counsel for the Company and one counsel for
the selling Stockholders, out-of-pocket expenses of the Company and the
underwriters, state Blue Sky fees and expenses, and the expense of any special
audits incident to or required by any such registration, but excluding
underwriting discounts and selling commissions and fees of more than one counsel
for the selling Stockholders. Such underwriting discounts and selling
commissions shall be borne pro rata by the selling Stockholders in accordance
with the number of their Registrable Shares included in such registration.
2.6 INDEMNIFICATION. In the event of any registration of any
of the Registrable Shares under the Securities Act pursuant to this Agreement,
then to the extent permitted by law the Company shall indemnify and hold
harmless each seller of such Registrable Shares, each underwriter of such
Registrable Shares and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act or the Exchange Act against
any losses, claims, damages or liabilities, joint or several, to which such
seller, underwriter or controlling person may become subject under the
Securities Act, the Exchange Act, state securities laws or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Registration Statement under which such
Registrable Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained in
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the Registration Statement, or any amendment or supplement to such Registration
Statement, or arise out of or are based upon the omission or alleged omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Company shall reimburse each such
seller, underwriter and controlling person for reasonable legal or any other
expenses incurred by such seller, underwriter or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; PROVIDED, HOWEVER, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any untrue statement or omission made in such
Registration Statement, preliminary prospectus or final prospectus, or any such
amendment or supplement, in reliance upon and in conformity with information
furnished to the Company, in writing, by or on behalf of such seller,
underwriter or controlling person specifically for use in the preparation
thereof.
In the event of any registration of any of the Registrable Shares under
the Securities Act pursuant to this Agreement, then to the extent permitted by
law, each seller of Registrable Shares, severally and not jointly, shall
indemnify and hold harmless the Company, each of its directors and officers and
each underwriter (if any) and each person, if any, who controls the Company or
any such underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages or liabilities, joint or several, to
which the Company, such directors and officers, underwriter or controlling
person may become subject under the Securities Act, Exchange Act, state
securities laws or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement under which such Registrable Shares were registered under
the Securities Act, any preliminary prospectus or final prospectus contained in
the Registration Statement, or any amendment or supplement to the Registration
Statement, or arise out of or are based upon any omission or alleged omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, if the statement or omission was made solely
in reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of such seller, specifically for use in connection with
the preparation of such Registration Statement, prospectus, amendment or
supplement; and such seller shall reimburse the Company for reasonable legal or
other expenses incurred by the Company in connection with investigating or
defending any such loss, claim, damage, liability or action.
An underwriter shall not be entitled to indemnification pursuant to
this subsection in the event that it fails to deliver to any selling Stockholder
any preliminary or final or revised prospectus, as required by the rules and
regulations of the Commission. Finally, no indemnification shall be provided
pursuant to this subsection in the event that any error in a preliminary
prospectus of the Company is subsequently corrected in the final prospectus of
the Company for a particular offering, and such final prospectus is delivered to
all purchasers in the offering prior to the date of purchase of the securities.
Each party entitled to indemnification under this Section 2.6 (the
"INDEMNIFIED PARTY") shall give notice to the party required to provide
indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim
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or any litigation resulting therefrom; PROVIDED, that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld); and, PROVIDED, FURTHER, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 2.6. The Indemnified
Party may participate in such defense at such party's expense; PROVIDED,
however, that the Indemnifying Party shall pay such expense if representation of
such Indemnified Party by the counsel retained by the Indemnifying Party would
be inappropriate due to actual or potential differing interests between the
Indemnified Party and any other party represented by such counsel in such
proceeding. No Indemnifying Party, in the defense of any such claim or
litigation shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement 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 no Indemnified Party shall consent to entry of any judgment or
settle such claim or litigation without the prior written consent of the
Indemnifying Party.
2.7 INDEMNIFICATION WITH RESPECT TO UNDERWRITTEN OFFERINGS. In
the event that Registrable Shares are sold pursuant to a Registration Statement
in an underwritten offering, the Company and the Stockholders whose shares are
being registered agree to enter into an underwriting agreement containing
customary representations and warranties with respect to the business and
operations of an issuer of the securities being registered and customary
covenants and agreements to be performed by such issuer, including without
limitation customary provisions with respect to indemnification by the Company
and such Stockholders of the underwriters of such offering.
2.8 INFORMATION BY HOLDER. Each holder of Registrable Shares
included in any registration shall furnish to the Company such information
regarding such holder and the distribution proposed by such holder as the
Company may request in writing and as shall be required in connection with any
registration, qualification or compliance referred to in this Section 2.
2.9 RULE 144 REQUIREMENTS. With a view to making available to
the Stockholders the benefits of Rule 144 promulgated under the Securities Act
and any other rule or regulation of the Commission that may at any time permit a
Stockholder to sell securities of the Company to the public without
registration, the Company agrees to use its best efforts to:
(a) make and keep public information available,
as those terms are understood and defined in Rule 144 under the Securities Act
(at any time after it has become subject to the reporting requirements of the
Exchange Act);
(b) file with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act and
the Exchange Act (at any time after it has become subject to such reporting
requirements); and
(c) furnish to any holder of Registrable Shares upon
request a written statement by the Company as to its compliance with the
reporting requirements of said Rule 144
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(at any time after 90 days after the closing of the first sale of securities by
the Company pursuant to a Registration Statement), and of the Securities Act and
the Exchange Act (at any time after it has become subject to such reporting
requirements), a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents of the Company as such holder may
reasonably request to avail itself of any similar rule or regulation of the
Commission allowing it to sell any such securities without registration.
2.10 SELECTION OF UNDERWRITER. In the case of any registration
effected pursuant to Section 2.2, the Company shall have the right to designate
the managing underwriter, subject to the approval of the requesting
Stockholders, which approval shall not be unreasonably withheld or delayed.
2.11 RESTRICTIONS ON OTHER AGREEMENTS. The Company will not
enter into any agreement with any party which by its terms grants any right
superior to those of the Prior Investors, CRL, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the INT'▇.▇▇▇
Affiliates relating to the registration of the Company's Common Stock without
the consent of the holders of not less than fifty-one percent (51%) of the
Registrable Shares then outstanding.
2.12 TERMINATION. The provisions of this Section 2 shall
terminate on the earlier to occur of (i) August 20, 2004; (ii) such time as a
Prior Investor, CRL, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or an INT'▇.▇▇▇ Affiliate remains an
"affiliate" of the Company pursuant to Rule 144 and can sell all of his
remaining Registrable Shares under Rules 144 or 145 within any three (3) month
period; or (iii) such time as a Prior Investor, CRL, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or an
INT'▇.▇▇▇ Affiliate ceases to be an affiliate of the Company pursuant to Rule
144 and all of the Prior Investor's, CRL's, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ or the INT'▇.▇▇▇
Affiliate's Registrable Shares may be sold pursuant to Rules 144(k) or 145(d)(2)
or (3).
2.13 "STAND-OFF" AGREEMENT. Subject to the provisions of
Sections 2.2 and 2.3, each Stockholder, if requested by the Company and the
managing underwriter of an offering by the Company of Common Stock or other
securities of the Company pursuant to a Registration Statement, shall agree not
to sell publicly or otherwise transfer or dispose of any Registrable Shares or
other securities of the Company held by such Stockholder for a specified period
of time (not to exceed 180 days) following the effective date of such
Registration Statement; PROVIDED, that:
(a) such agreement shall only apply to the first
Registration Statement covering Common Stock to be sold on its behalf to the
public in an underwritten offering; and
(b) all Stockholders holding not less than the number
of shares of Common Stock held by such Stockholder (including shares of Common
Stock issuable upon the conversion of Shares, or other convertible securities,
or upon the exercise of options, warrants (including the Warrants) or rights)
and all officers and directors of the Company enter into similar agreements.
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3. TRANSFERS OF CERTAIN RIGHTS.
3.1 PERMITTED TRANSFER. Subject to the provisions of Section
2.1 of this Agreement and the rights granted to each Stockholder pursuant to
this Agreement may be transferred by such Stockholder to any person or entity
(a) who (i) acquires at least 20% of the Registrable Shares held by such
Stockholder and (ii) holds, as a result of such acquisition, at least 10% of the
outstanding Registrable Shares or (b) who acquires 100% of the Registrable
Shares held by such Stockholder; PROVIDED, HOWEVER, that the Company is given
written notice by the transferee at the time of such transfer stating the name
and address of the transferee and identifying the securities with respect to
which such rights are being assigned; and PROVIDED FURTHER, that no such
transferee may further transfer such rights to any person or entity unless such
person or entity is acquiring 100% of the aggregate number of Registrable Shares
purchased or otherwise acquired by such transferee at the time such transferee
obtained such rights from such Stockholder. In the event of a transfer of the
rights by a Stockholder, such Stockholder shall continue to be entitled to such
rights with respect to the Registrable Shares still held by such Stockholder,
but shall not be entitled to transfer such rights to any person or entity unless
such person or entity is acquiring 100% of the aggregate number of Registrable
Shares then held by such Stockholder.
3.2 TRANSFEREES. Any transferee (other than a Stockholder who
is a party to this Agreement) to whom rights hereunder are transferred shall, as
a condition to such transfer, deliver to the Company a written instrument by
which such transferee agrees to be bound by the obligations imposed upon holders
of Registrable Shares under this Agreement to the same extent as if such
transferee were a party hereto.
3.3 AFFILIATES. Notwithstanding anything to the contrary
herein, any Stockholder may transfer rights granted to it hereunder to any
Affiliate of such Stockholder to whom Registrable Shares are transferred and who
delivers to the Company a written instrument in accordance with Section 3.2
above and containing the representation that the transfer is exempt from
registration under the Securities Act. In the event of such transfer, such
Affiliate shall be deemed a Stockholder and may only again transfer such rights
to any other person or entity if such person or entity is acquiring 100% of the
aggregate number of Registrable Shares purchased or otherwise acquired by such
Affiliate at the time such Affiliate obtained such rights from the Stockholder
in accordance with, and subject to, the provisions of this Section 3.
4. GENERAL.
4.1 NOTICES. All notices, requests, consents and other
communications under this Agreement shall be in writing and shall be delivered
by hand, by telecopier, by overnight mail or mailed by first class certified or
registered mail, return receipt requested, postage prepaid:
-10-
If to the Company:
▇▇▇▇ ▇. ▇▇▇▇▇
President & Chief Executive Officer
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(or at such other address as may have been furnished in writing to the Prior
Investors, CRL, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the INT'▇.▇▇▇ Affiliates by the Company)
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to a Prior Investor, CRL, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or the INT'▇.▇▇▇
Affiliates, at its address set forth beneath its signature to this Agreement (or
at such other address as may have been furnished in writing to the Company by
such Stockholder).
Notices provided in accordance with this Section 4 shall be deemed
delivered upon personal delivery, receipt by telecopy or overnight mail, or 48
hours after deposit in the mail in accordance with the above.
4.2 ENTIRE AGREEMENT. This Agreement embodies the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter.
4.3 AMENDMENTS AND WAIVERS. Except as otherwise expressly set
forth in this Agreement, 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), with the written
consent of the Company and the holders of not less than fifty-one percent (51%)
of the Registrable Shares. No waivers of or exceptions to any term, condition or
provision of this Agreement in any one or more instances shall be deemed to be,
or construed as, a further or continuing waiver of any such term, condition or
provision.
4.4 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4.5 CAPTIONS. The captions of the sections, subsections and
paragraphs of this Agreement have been added for convenience only and shall not
be deemed to be a part of this Agreement.
-11-
4.6 SEVERABILITY. Each provision of this Agreement shall be
interpreted in such manner as to validate and give effect thereto to the fullest
lawful extent, but if any provision of this Agreement is determined by a court
of competent jurisdiction to be invalid or unenforceable under applicable law,
such provision shall be ineffective only to the extent so determined and such
invalidity or unenforceability shall not affect the remainder of such provision
or the remaining provisions of this Agreement.
4.7 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts.
5. TERMINATION OF PRIOR REGISTRATION RIGHTS AGREEMENT. By their
execution of this Agreement, the Company, the Prior Investors, CRL and ▇▇▇▇▇▇
▇▇▇▇▇▇▇ who were parties to the Prior Registration Rights Agreement hereby
terminate the Prior Registration Rights Agreement and the Company and the Prior
Investors, CRL and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ who were parties to the Prior Registration
Rights Agreement hereby enter into this Third Restated Registration Rights
Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-12-
IN WITNESS WHEREOF, the parties hereto have caused this Third Restated
Registration Rights Agreement to be executed by their respective officers or
representatives thereunto duly authorized, as of the date first above written.
LIONBRIDGE TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer & President
CAPITAL RESOURCE LENDERS III, L.P.
By: Capital Resource Partners III, L.C., its
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Member
CRP INVESTMENT PARTNERS III, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Member
GLOBAL PRIVATE EQUITY II LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
-13-
GLOBAL PRIVATE EQUITY II LIMITED - EUROPE
LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
GLOBAL PRIVATE EQUITY II - PGGM LIMITED
PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
ADVENT EURO-ITALIAN DIRECT INVESTMENT
PROGRAM LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
ADVENT PARTNERS LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
-14-
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ VENTURE CAPITAL
FUND II ANNEX, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Venture Partners II, L.P.,
its General Partner
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Venture Capital II,
Inc., Managing General Partner
By: /s/ ▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇
Title: Chairman & Chief Executive
Officer
c/o Morgan ▇▇▇▇▇▇▇ Venture
Partners II, L.P.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ VENTURE INVESTORS ANNEX, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Venture Partners II, L.P.,
its General Partner
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Venture Capital II,
Inc., Managing General Partner
By: /s/ ▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇
Title: Chairman & Chief Executive
Officer
c/o Morgan ▇▇▇▇▇▇▇ Venture
Partners II, L.P.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-15-
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ FAMILY TRUST,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ TTE,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, TTE
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------------------------------
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FLEET BANK, TRUSTEE FOR THE TH&T, LLP,
DEFERRED EARNINGS TRUST, F/B/O
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
▇/▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
High Street Tower
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-16-
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ Illegible
---------------------------------------
IEA Private Investments Ltd
▇/▇ ▇▇▇▇▇ Access Ltd.
Attn: Mr. ▇▇▇▇ Pu
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇/▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ MANCHESTER TRUST DATED 9/22/94
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
c/o Rackemann, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ STREAM TRUST DATED 4/21/95
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
c/o Rackemann, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-17-
CORNERSTONE EQUITY INVESTORS IV, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
c/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
DAKOTA/EGI, LLC
By: Dakota Capital Partners, L.L.C.,
its Managing Member
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Member
c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇ ▇▇▇▇▇▇
-18-
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
c/o Dakota Capital Partners, L.L.C.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
c/o DL Partners, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇
---------------------------------------
▇▇▇▇ ▇. ▇'▇▇▇▇▇
c/o Cornerstone Equity Investors IV,
L.P.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
c/o Cornerstone Equity Investors IV,
L.P.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-19-
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------------
Stanford ▇▇▇▇▇▇▇▇▇▇
▇▇ PARTNERS, L.P.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: General Partner
-20-
SCHEDULE A
PRIOR INVESTORS
Global Private Equity II Limited Partnership
Global Private Equity II Limited Partnership - Europe Limited Partnership
Global Private Equity II Limited Partnership - PGGM Limited Partnership
Advent Euro-Italian Direct Investment Program Limited Partnership
Advent Partners Limited Partnership
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Venture Capital Fund II Annex, ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Venture Capital Investors Annex, L.P.
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ Family Trust, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ TTE, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, TTE
Fleet Bank Trustee for the TH&T, LLP, Deferred Earnings Trust, F/B/O of ▇▇▇▇▇▇
▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
IEA Private Investments Ltd.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ Manchester Trust dated 9/22/94
▇▇▇▇▇ Stream Trust dated 4/21/95
SCHEDULE B
INT'▇.▇▇▇ AFFILIATES
Cornerstone Equity Investors IV, L.P.
Dakota/EGI, LLC
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇'▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ Partners, L.P.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
2