Exhibit 10.4
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of December 10, 1996, by and
among TOWN SPORTS INTERNATIONAL, INC., a New York corporation (the "Company"),
BRUCKMANN, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & CO., L.P., a Delaware limited partnership ("BRS"),
the individuals and entities listed on the BRS Co-Investor Signature Pages
hereto (each, a "BRS Investor", and collectively, the "BRS Investors"), FARALLON
CAPITAL PARTNERS, L.P., a California limited partnership ("FCP"), FARALLON
CAPITAL INSTITUTIONAL PARTNERS, L.P., a California limited partnership ("FCIP"),
RR CAPITAL PARTNERS, L.P., a Delaware limited partnership ("RRC"), and FARALLON
CAPITAL INSTITUTIONAL PARTNERS II, L.P., a California limited partnership
(together with FCP, FCIP and RRC, "Farallon"), CANTERBURY MEZZANINE CAPITAL,
L.P., a Delaware limited partnership ("Canterbury"), and certain stockholders of
the Company listed on the Executive Signature Pages hereto (each, an
"Executive", collectively, the "Executives"). Capitalized terms used herein but
not otherwise defined shall have the meanings assigned to such terms in Section
1.
WHEREAS, BRS, the BRS Investors and Farallon have acquired shares of
the Company's Class A Common Stock, par value $.001 per share (the "Class A
Common"), and/or shares of the Company's Class B Common Stock, par value $.001
per share (the "Class B Common"), pursuant to Stock Purchase Agreements, dated
as of the date hereof, with the Company.
WHEREAS, the Executives hold shares of the Company's Class A Common
pursuant to Executive Stock Agreements, dated as of the date hereof, between the
Company and each of the Executives (in each case, as the same may be amended,
restated or modified from time to time, the "Executive Stock Agreements") and/or
have been granted options to purchase shares of Class A Common, pursuant to
Option Agreements, dated as of the date hereof, by and between the Company and
each of the Executives (in each case, as the same may be amended, restated or
modified from time to time, the "Option Agreements").
WHEREAS, Canterbury has acquired a warrant (together with all warrants
issued in substitution or replacement therefor, the "Warrant") exercisable for
shares of the Company's Common Stock, pursuant to the Warrant Agreement, dated
as of the date hereof, by and between Canterbury and the Company.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:
1. Definitions. As used herein, the following terms shall have the
following meanings.
"BRS Registrable Securities" means (i) any Common Stock issued or
issuable to BRS and the BRS Investors on the date hereof or acquired by BRS, the
BRS Investors or any of their
respective affiliates or partners 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) 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 BRS Registrable Securities whenever such Person has the
right to acquire directly or indirectly such BRS 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. Such
securities will cease to be BRS Registrable Securities when sold pursuant to
Rule 144 or any offering registered under the Securities Act.
"Canterbury Registrable Securities" means (i) any shares of Common
Stock issued or issuable, whether upon exercise of any portion of the Warrant or
otherwise, to Canterbury, its affiliates or partners 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) 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 Canterbury Registrable Securities
whenever such Person has the right to acquire directly or indirectly such
Canterbury 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. Such securities will cease to be Canterbury
Registrable Securities when sold pursuant to Rule 144 or any offering registered
under the Securities Act.
"Common Stock" means, collectively, the Class A Common, the Class B
Common, and any other class of Common Stock, or if such outstanding Common Stock
is hereafter changed into or exchanged for different securities of the Company,
such other securities.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Executive Registrable Securities" means (i) the Common Stock issued
or issuable to the Executives, whether upon exercise of the Options granted to
the Executives or otherwise, on the date hereof, or acquired by any Executive
after the date hereof, in each case to the extent vested pursuant to the terms
of the applicable Executive Stock Agreement and (ii) any shares of capital stock
of the Company issued or issuable with respect to the securities referred to in
clause (i) 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 Executive Registrable Securities whenever such Person has the right to
acquire directly or indirectly such Executive 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. Such
securities will cease to be Executive Registrable Securities when sold pursuant
to Rule 144 or any offering registered under the Securities Act.
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"Farallon Registrable Securities" means (i) the Common Stock issued
or issuable to Farallon on the date hereof or acquired by Farallon or its
affiliates 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) 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 Farallon Registrable Securities whenever such Person has the right to
acquire directly or indirectly such Farallon 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. Such
securities will cease to be Farallon Registrable Securities when sold pursuant
to Rule 144 or any offering registered under the Securities Act.
"IPO" means the underwritten initial public offering of Common Stock
registered under the Securities Act.
"Options" means, collectively, the options to purchase Common Stock
granted pursuant to the Company's 1996 Stock Option Plan and the Option
Agreements.
"Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization or other entity, or a governmental
entity (or any department, agency or political subdivision thereof).
"Qualified Public Offering" means the sale, in an underwritten primary
public offering of Common Stock requested under the Securities Act, of shares of
Common Stock which is expected to result in net cash proceeds to the Company in
an aggregate amount of not less than $30.0 million.
"Registrable Securities" means, the BRS Registrable Securities, the
Farallon Registrable Securities, the Canterbury Registrable Securities and the
Executive Registrable Securities.
"Registration Expenses" means all expenses incident to the Company's
performance of or compliance with this Agreement, including without limitation
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses,
and fees and disbursements of counsel for the Company and all independent
certified public accountants, underwriters (excluding discounts and commissions)
and other Persons retained by the Company.
"Rule 144" means Rule 144 under the Securities Act (or any similar
rule then in force).
"Securities Act" means the Securities Act of 1933, as amended.
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"Unit Offering Registration" means a registration by the Company of
any of its Common Stock in connection with a registration the primary purpose of
which is to register debt securities (i.e., in connection with a so-called
"equity kicker").
2. Demand Registrations.
(a) Requests for Registration. Subject to this Section 2, (i) the
holders of a majority of the BRS Registrable Securities may request registration
under the Securities Act of all or part of their Registrable Securities on
Form S-1 or any similar long-form registration ("Long-Form Registrations") or on
Form S-2 or S-3 or any similar short-form registration ("Short-Form
Registrations"), if available, (ii) the holders of a majority of the Farallon
Registrable Securities may request Long-Form Registrations and Short-Form
Registrations, if available, and (iii) the holders of a majority of Canterbury
Registrable Securities may request Short-Form Registrations, if available.
Each request for a Demand Registration (as defined in Section 2(c)) shall
specify the approximate number of Registrable Securities requested to be
registered and the anticipated per share price range for such offering. Within
ten days after receipt of any such request, the Company will give written notice
of such requested registration to all other holders of Registrable Securities
and will include (subject to the provisions of this Agreement) in such
registration, all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within 20 days after the receipt
of the Company's notice.
(b) Long-Form Registrations. The holders of a majority of BRS
Registrable Securities will be entitled to request, at any time and from time to
time, three (3) Long-Form Registrations in which the Company will pay all
Registration Expenses. In addition, the holders of a majority of the Farallon
Registrable Securities will be entitled to request one (1) Long Form
Registration, if and only if, after the end of the fourth fiscal quarter
following the date on which the Company consummates an IPO, the Company is not
permitted under the Securities Act to use any applicable Short-Form
Registration. A registration will not count as the permitted Long-Form
Registration until it has become effective and unless the holders of Registrable
Securities are able to register and sell at least 90% of the Registrable
Securities requested to be included in such registration; it being understood
and agreed that the requisite holders of Registrable Securities making a request
for a Demand Regulation hereunder may withdraw from such registration at any
time prior to the effective date of such Demand Registration, in which case such
request will not count as one of the permitted Demand Registrations for such
holders, irrespective of whether or not such registration is effected.
(c) Short-Form Registrations. In addition to the Long-Form
Registrations provided pursuant to Section 2(b), (i) the holders of BRS
Registrable Securities will be entitled to request an unlimited number of
Short-Form Registrations, (ii) the holders of Farallon Registrable Securities
will be entitled to request up to three (3) Short-Form Registrations and (iii)
the holders of Canterbury Registrable Securities will be entitled to request up
to two (2) Short-Form Registrations, in each case, in which the Company will pay
all Registration Expenses. A registration will not count as the permitted Short
Form Registration until it has become effective and unless the holder of
Registrable Securities are able to register and sell 90% of the Registrable
Securities
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requested to be included in such registration; it being understood and agreed
that the requisite holders of Registrable Securities making a request for a
Demand Regulation hereunder may withdraw from such registration at any time
prior to the effective date of such Demand Registration, in which case such
request will not count as one of the permitted Demand Registrations for such
holders, irrespective of whether or not such registration is effected. Demand
Registrations will be Short-Form Registrations whenever the Company is permitted
to use any applicable short form. After the Company has become subject to the
reporting requirements of the Exchange Act, the Company will use its best
efforts to make Short-Form Registrations available for the sale of Registrable
Securities. All registrations requested pursuant to Sections 2(b) and 2(c) are
referred to herein as "Demand Registrations."
(d) Priority on Demand Registrations. The Company will not include
in any Demand Registration any securities which are not Registrable Securities
without the prior written consent of the holders of at least a majority of the
Registrable Securities included in such registration. If a Demand Registration
is an underwritten offering and the managing underwriters advise the Company in
writing that in their opinion the number of Registrable Securities and, if
permitted hereunder, other securities requested to be included in such offering
exceeds the number of Registrable Securities and other securities, if any, which
can be sold therein without adversely affecting the marketability of the
offering, the Company will include in such registration, (i) first, the number
of Registrable Securities requested to be included in such registration pro
rata, if necessary, among the holders of Registrable Securities based on the
number of shares of Registrable Securities requested to be included therein by
each such holder and (ii) second, any other securities of the Company requested
to be included in such registration pro rata, if necessary, on the basis of the
number of shares of such other securities requested to be included therein by
each such holder. Any Persons other than holders of Registrable Securities who
participate in Demand Registrations which are not at the Company's expense must
pay their share of the Registration Expenses as provided in Section 6 hereof.
(e) Restrictions on Demand Registrations. The Company will not be
obligated to effect any Demand Registration within six months after the
effective date of a previous Demand Registration.
(f) Selection of Underwriters. In the case of a Demand Registration,
the holders of a majority of the Registrable Securities 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.
(g) Other Registration Rights. Except as provided in this Agreement,
the Company will not grant to any Persons the right to request the Company to
register any equity securities of the Company, or any securities convertible or
exchangeable into or exercisable for such securities, whether on a "demand" or
"piggyback" basis, without the prior written consent of the holders of a
majority of the BRS Registrable Securities; PROVIDED, that no such registration
rights which are senior to those granted to the holders of the Farallon
Registrable Securities, the holders
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of the Canterbury Registrable Securities or the holders of the Executive
Registrable Securities may be granted without the prior written consent of (i) a
majority of the holders of the Farallon Registrable Securities in the case of
the holders of Farallon Registrable Securities, (ii) a majority of the holders
of Canterbury Registrable Securities in the case of the holders of Canterbury
Registrable Securities, or (iii) a majority of the holders of Executive
Registrable Securities in the case of the holders of Executive Registrable
Securities, respectively. For the avoidance of doubt, the granting of
registration rights pari passu within any other registration rights shall not be
considered "senior."
3. PIGGYBACK REGISTRATIONS.
(a) Right to Piggyback. Whenever the Company proposes to register
any of its Common Stock under the Securities Act other than pursuant to a Demand
Registration, and other than a pursuant to a registration statement on Form S-8
or S-4 or any similar or successor form or in connection with a Unit Offering
Registration and the registration form to be used may be used for the
registration of Registrable Securities (a "Piggyback Registration"), the Company
will give prompt written notice to all holders of Registrable Securities of its
intention to effect such a registration and will include in such registration
all Registrable Securities with respect to which the Company has received
written requests for inclusion therein within 20 days after the receipt of the
Company's notice. Notwithstanding the foregoing, in connection only with an IPO
which is not a Qualified Public Offering, no Registrable Securities shall be
included in such registration without the prior written consent of the Company
(provided that any such consent shall permit all holders of Registrable
Securities to be included in such registration in a manner consistent with
Section 3(c)(ii) below).
(b) Piggyback Expenses. The Registration Expenses of the holders of
Registrable Securities will be paid by the Company in all Piggyback
Registrations.
(c) Priority on Primary Registrations. If a Piggyback Registration
is an underwritten primary registration on behalf of the Company, the Company
will include in such registration all securities requested to be included in
such registration; provided, that if the managing underwriters advise the
Company in writing that in their opinion the number of securities requested to
be included in such registration exceeds the number which can be sold in such
offering without adversely affecting the marketability of the offering, the
Company will include in such registration first, the securities the Company
proposes to sell, and then (i) in the case of an IPO which is a Qualified Public
Offering (x) second, the Canterbury Registrable Securities requested to be
included in such registration, (y) third the other Registrable Securities
requested to be included in such registration pro rata among the holders of such
Registrable Securities on the basis of the number of shares requested to be
included therein by each such holder, and (z) fourth, other securities, if any,
requested to be included is such registration, or (ii) in all other instances,
(x) second, the Registrable Securities requested to be included in such
registration, pro rata among the holders of such Registrable Securities on the
basis of the number of shares of Registrable Securities requested to be included
therein by each such holder, and (y) third, other securities, if any, requested
to be included in such registration.
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(d) Priority on Secondary Registrations. If a Piggyback Registration
is an underwritten secondary registration on behalf of holders of the Company's
securities (which registration was consented to pursuant to Section 2(g) above),
the Company will include in such registration all securities requested to be
included in such registration; provided, that if the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering without adversely affecting the marketability of the
offering, the Company will include in such registration (i) first, the
securities (other than Registrable Securities) requested to be included therein
by the holders requesting such registration, (ii) second, the Registrable
Securities requested to be included in such registration, pro rata among the
holders of such Registrable Securities on the basis of the number of shares of
Registrable Securities requested to be included therein by each such holder, and
(iii) third, other securities requested to be included in such registration.
(e) Selection of Underwriters. If any Piggyback Registration is an
underwritten offering, the investment banker(s) and manager(s) for the offering
will be selected by the Company.
(f) Other Registrations. If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to this
Section 3, and if such previous registration has not been withdrawn or
abandoned, the Company will not file or cause to be effected any other
registration of any of its equity securities or securities convertible or
exchangeable into or exercisable for its equity securities under the Securities
Act (except on Forms S-4 or S-8 or any similar or successor forms or in
connection with a Unit Offering Registration), whether on its own behalf or at
the request of any holder or holders of such securities, until a period of at
least six months has elapsed from the effective date of such previous
registration.
(g) If requested by a majority of the holders of Executive
Registrable Securities, the Company hereby agrees that, in connection with an
IPO, it shall use its commercially reasonable efforts to prepare and file a
registration statement on Form S-8 or any successor form (and any required
reoffer prospectus in connection therewith) covering the Executive Registrable
Securities eligible to be registered on such form, and use its commercially
reasonable efforts to maintain the effectiveness of such registration statement.
4. HOLDBACK AGREEMENTS.
(a) Each holder of Registrable Securities (other than the BRS
Investors) agrees not to effect any public sale or distribution (including sales
pursuant to Rule 144) of equity securities of the Company, or any securities
convertible into or exchangeable or exercisable for such securities, during the
seven days prior to and the 90-day period beginning on the effective date of any
Demand Registration or Piggyback Registration for a public offering to be
underwritten on a firm commitment basis in which Registrable Securities are
included (except as part of such underwritten registration), unless the
underwriters managing the registered public offering request otherwise, in which
case, each holder of Registrable Securities (other than the BRS Investors)
agrees to be bound by a holdback of up to a 180 day period beginning the
effective date of any such Demand Registration or Piggyback Registration.
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(b) The Company agrees (i) not to effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and during the 180-day period beginning on the effective date of any
underwritten Demand Registration or Piggyback Registration (except as part of
such underwritten registration, or pursuant to registrations on Forms S-4 or S-8
or any similar or successor forms or in connection with a Unit Offering
Registration), unless the underwriters managing the registered public offering
otherwise agree, and (ii) to cause each holder of at least 5% (on a fully
diluted basis) of its Common Stock, or any securities convertible into or
exchangeable or exercisable for 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 (including
sales pursuant to Rule 144) of any such securities during such period (except as
part of such underwritten registration, if otherwise permitted), unless the
underwriters managing the registered public offering otherwise agree.
5. REGISTRATION PROCEDURES. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this Agreement, the Company will use its best efforts to effect the
registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof, and pursuant thereto the Company will as
expeditiously as possible:
(a) prepare and file with the Securities and Exchange 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 a registration statement or prospectus or any amendments or
supplements thereto, 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) prepare and file with the Securities and Exchange 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 nine months 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 sellers thereof set
forth in such registration statement;
(c) if requested by the holders of a majority of the BRS Registrable
Securities in connection with any Demand Registration requested by such holders,
use its commercially reasonable efforts to cause to be included in such
registration Common Stock having an aggregate value (based on the mid-point of
the proposed offering price range specified in the registration statement used
to offer such securities) of up to $30 million, to be offered in a primary
offering of the Company's securities contemporaneously with such offering of
Registrable Securities;
(d) furnish to each seller of Registrable Securities such number of
copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such
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seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;
(e) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
any seller reasonably requests and do any and all other acts and things which
may be reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller (provided that the Company will not be required to (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subsection, (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process (i.e., service of
process which is not limited solely to securities law violations) in any such
jurisdiction);
(f) notify each seller of such Registrable Securities, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the Company will
promptly prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus will not contain an untrue statement of a material fact or omit to
state any fact necessary to make the statements therein not misleading;
(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 National Association of
Securities Dealers Automated Quotations National Market System ("NASDAQ") and,
if listed on the NASDAQ, use its best efforts to secure designation of all such
Registrable Securities covered by such registration statement as a NASDAQ
"national market system security" within the meaning of Rule 11Aa2-1 of the
Securities and Exchange Commission or, failing that, to secure NASDAQ
authorization for such Registrable Securities and, without limiting the
generality of the foregoing, to arrange for at least two market makers to
register as such with respect to such Registrable Securities with the National
Association of Securities Dealers;
(h) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;
(i) 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 a combination of shares);
(j) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers,
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directors, employees and independent accountants to supply all information
reasonably requested by any such seller, underwriter, attorney, accountant or
agent in connection with such registration statement;
(k) otherwise use its best efforts to comply with all applicable
rules and regulations of the Securities and Exchange Commission, and make
available to its security holders, as soon as reasonably practicable, an earning
statement covering the period of at least twelve 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 thereunder;
(l) 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;
(m) in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the 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;
(n) use its best efforts to cause such Registrable Securities covered
by such registration statement to be registered with 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; and
(o) obtain a "cold comfort" letter from the Company's independent
public accountants in customary form and covering such matters of the type
customarily covered by "cold comfort" letters as the holders of a majority of
the Registrable Securities being sold reasonably request.
If any such registration or comparable statement 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
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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.
6. REGISTRATION EXPENSES.
(a) All Registration Expenses will be borne by the Company.
(b) Unless otherwise agreed to in writing by the Company, in
connection with each Demand Registration and each Piggyback Registration, the
Company will reimburse the holders of Registrable Securities covered by such
registration for the reasonable fees and disbursements of one counsel chosen by
the holders of a majority of the Registrable Securities.
7. INDEMNIFICATION.
(a) The Company agrees to indemnify, to the extent permitted by law,
each holder of Registrable Securities, its partners, members, officers and
directors and each Person who controls such holder (within the meaning of the
Securities Act) against all losses, claims, damages, liabilities and expenses
arising out of or based upon any untrue or alleged untrue statement of material
fact contained in any registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, and shall reimburse such holder,
partners, members, director, officer or controlling person for any legal or
other expenses reasonably incurred by such holder, partner, member, director,
officer or controlling person in connection with the investigation or defense of
such loss, claim, damage, liability or expense, except insofar as the same are
caused by or contained in any information furnished in writing to the Company by
such holder expressly for use therein or by such holder's failure to deliver a
copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such holder with a
sufficient number of copies of the same. In connection with an underwritten
offering, the Company will indemnify such underwriters, their officers and
directors and each Person who controls such underwriters (within the meaning of
the Securities Act) to the same extent as provided above with respect to the
indemnification of the holders of Registrable Securities.
(b) In connection with any registration statement in which a holder
of Registrable Securities is participating, each such holder will furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, will indemnify the Company, its
directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact relating to such holder and provided by such holder to the Company or the
Company's agent contained in the registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent
that such untrue statement or omission is contained in
-11-
any information or affidavit so furnished in writing by such holder; provided,
that the obligation to indemnify will be individual to each holder and will be
limited to the net amount of proceeds received by such holder from the sale of
Registrable Securities pursuant to such registration statement.
(c) Any Person entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that failure to give such notice shall
not affect the right of such Person to indemnification hereunder) and
(ii) unless in such indemnified party's reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist with
respect to such claim, permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party. If
such defense is assumed, the indemnifying party will not be subject to any
liability for any settlement made by the indemnified party without its consent
(but such consent will not be unreasonably withheld). An indemnifying party who
is not entitled to, or elects not to, assume the defense of a 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 of such indemnified parties with
respect to such claim.
(d) The indemnification provided for under this Agreement will remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified party 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.
8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any registration hereunder which is underwritten unless such
Person (a) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all customary
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements; provided, that no holder of Registrable Securities included in any
underwritten registration shall be required to make any representations or
warranties to the Company or the underwriters other than representations and
warranties regarding such holder and such holder's intended method of
distribution.
-12-
9. RULE 144 REPORTING. With a view to making available to the
holders of Registrable Securities the benefits of certain rules and regulations
of the Securities and Exchange Commission which may permit the sale of the
Registrable Securities to the public without registration, the Company agrees to
use its best efforts to:
(a) make and keep current public information available, within the
meaning of Rule 144 or any similar or analogous rule promulgated under the
Securities Act, at all times after it has become subject to the reporting
requirements of the Exchange Act;
(b) file with the Securities and Exchange Commission, in a timely
manner, all reports and other documents required of the Company under the
Securities Act and Exchange Act (after it has become subject to such reporting
requirements); and
(c) so long as any party hereto owns any Registrable Securities,
furnish to such Person forthwith upon request, a written statement by the
Company as to its compliance with the reporting requirements of said Rule 144
(at any time commencing 90 days after the effective date of the first
registration filed by the Company for an offering of its securities to the
general public), 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
as such Person may reasonably request in availing itself of any rule or
regulation of the Securities and Exchange Commission allowing it to sell any
such securities without registration.
10. NOTICES. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given when delivered personally,
mailed by certified or registered mail, return receipt requested and postage
prepaid, or sent via a nationally recognized overnight courier, or sent via
facsimile to the recipient. Such notices, demands and other communications will
be sent to the address indicated below:
To the Company:
Town Sports International, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
With copies to:
Bruckmann, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co., Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
-13-
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
To BRS or any BRS Investor:
Bruckmann, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co., Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
To Farallon:
▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇.▇.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Richards, Spears, ▇▇▇▇▇ & Orbe
One Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
To Canterbury:
Canterbury Mezzanine Capital, L.P.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
-14-
With a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇
Worldwide Plaza
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, Esq.
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
To any of the Executives:
[EXECUTIVE'S NAME]
c/o Town Sports International, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address or to the attention of such other Person as the recipient
party shall have specified by prior written notice to the sending party.
11. MISCELLANEOUS.
(a) NO INCONSISTENT AGREEMENTS. The Company will not enter into any
agreement which is inconsistent with or violates the rights granted to the
holders of Registrable Securities in this Agreement.
(b) REMEDIES. Any Person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or other security) for specific performance and for other injunctive
relief in order to enforce or prevent violation of the provisions of this
Agreement.
(c) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
provisions of this Agreement may be amended or waived only upon the prior
written consent of the Company and holders of at least 70% of the Registrable
Securities; provided, no amendment or waiver which materially and adversely
affects the holders of (i) BRS Registrable Securities, (ii) Farallon Registrable
Securities, (iii) Canterbury Registrable Securities or (iv) Executive
Registrable Securities, shall be effective against such holders of (i) BRS
Registrable Securities, (ii) Farallon Registrable Securities, (iii) Canterbury
Registrable Securities or (iv) Executive Registrable Securities unless such
amendment is approved by the holders of a majority of (i) BRS Registrable
Securities, (ii) Farallon Registrable Securities, (iii) Canterbury Registrable
Securities or (iv) Executive Registrable Securities, respectively, so affected.
The amendment of this Agreement to add a party hereto and to grant such party
registration rights PRO RATA with the existing parties to this
-15-
Agreement shall not be deemed an amendment that "materially and adversely
affects" any class of Registrable Securities.
(d) SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto will bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. 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.
(e) SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
(f) COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute
one and the same Agreement.
(g) WAIVER OF JURY TRIAL. Each of the parties hereto waives any
right it may have to trial by jury in respect of any litigation based on,
arising out of, under or in connection with this Agreement or any course of
conduct, course of dealing, verbal or written statement or action of any party
hereto.
(h) GOVERNING LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
(i) TIME IS OF THE ESSENCE; COMPUTATION OF TIME. Time is of the
essence for each and every provision of this Agreement. Whenever the last day
for the exercise of any privilege or the discharge of any duty hereunder shall
fall upon a Saturday, Sunday, or any date on which banks in New York, New York
are authorized to be closed, the party having such privilege or duty may
exercise such privilege or discharge such duty on the next succeeding day which
is a regular business day.
(j) DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
* * * * *
-16-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
TOWN SPORTS INTERNATIONAL, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: ▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & CO., L.P.
By: BRS Partners, Limited Partnership
Its: General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
CANTERBURY MEZZANINE CAPITAL, L.P.
By: Canterbury Capital, LLC
Its: General Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Member
By: /s/ Illegible
---------------------------
Name:
Title: Member
FARALLON CAPITAL PARTNERS, L.P.
By: Farallon Partners, L.L.C.
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P.
By: Farallon Partners, L.L.C.
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member
RR CAPITAL PARTNERS, L.P.
By: Farallon Partners, L.L.C.
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member
FARALLON CAPITAL INSTITUTIONAL
PARTNERS II, L.P.
By: Farallon Partners, L.L.C.
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member
EXECUTIVE SIGNATURE PAGE
/s/ HEINZ RITSCUARD
-----------------------------
EXECUTIVE
Name (Print): TOWN SPORTS INTERNATIONAL
HEINZ RITSCUARD
▇▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
EXECUTIVE SIGNATURE PAGE
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
EXECUTIVE
Name (Print): ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
EXECUTIVE SIGNATURE PAGE
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
EXECUTIVE
Name (Print): ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
EXECUTIVE SIGNATURE PAGE
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
EXECUTIVE
Name (Print): ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
EXECUTIVE SIGNATURE PAGE
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
EXECUTIVE
Name (Print): ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
EXECUTIVE SIGNATURE PAGE
/s/ ▇▇▇ ▇▇▇▇▇
-----------------------------
EXECUTIVE
Name (Print): ▇▇▇ ▇▇▇▇▇
----------------------------
EXECUTIVE SIGNATURE PAGE
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
EXECUTIVE
Name (Print): ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
EXECUTIVE SIGNATURE PAGE
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
EXECUTIVE
Name (Print): ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
EXECUTIVE SIGNATURE PAGE
/s/ Nina Duchaise
-----------------------------
EXECUTIVE
Name (Print): Nina Duchaise
----------------------------
EXECUTIVE SIGNATURE PAGE
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
EXECUTIVE
Name (Print): ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
EXECUTIVE SIGNATURE PAGE
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
EXECUTIVE
Name (Print): ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
EXECUTIVE SIGNATURE PAGE
/s/ ▇. ▇. ▇▇▇▇▇
-----------------------------
EXECUTIVE
Name (Print): ▇. ▇. ▇▇▇▇▇ (▇▇▇▇▇▇)
----------------------------
EXECUTIVE SIGNATURE PAGE
/s/ ▇. ▇. ▇▇▇▇
-----------------------------
EXECUTIVE
Name (Print): ▇. ▇. ▇▇▇▇
----------------------------
EXECUTIVE SIGNATURE PAGE
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
-----------------------------
EXECUTIVE
Name (Print): /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
-------------------------------
EXECUTIVE SIGNATURE PAGE
/s/ Illegible
-----------------------------
EXECUTIVE
Name (Print): ▇▇▇▇▇▇ [Illegible]
----------------------------
EXECUTIVE SIGNATURE PAGE
/s/ ▇▇▇▇ ▇▇▇▇▇
-----------------------------
EXECUTIVE
Name (Print): ▇▇▇▇ ▇▇▇▇▇
----------------------------
BRS INVESTOR SIGNATURE PAGE
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
BRS INVESTOR
Name (Print): ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------
Title (if any): Attorney-in-fact
BRS INVESTOR SIGNATURE PAGE
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
BRS INVESTOR
Name (Print): ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------
Title (if any): Attorney-in-fact
BRS INVESTOR SIGNATURE PAGE
/s/ Illegible
---------------------------------
BRS INVESTOR
Name (Print): BCB Partnership
--------------------------
Title (if any): Attorney-in-fact
BRS INVESTOR SIGNATURE PAGE
/s/ Illegible
---------------------------------
BRS INVESTOR
Name (Print): NAZ Partnership
--------------------------
Title (if any): Attorney-in-fact
BRS INVESTOR SIGNATURE PAGE
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
BRS INVESTOR
Name (Print): ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Title (if any): Attorney-in-fact
BRS INVESTOR SIGNATURE PAGE
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
BRS INVESTOR
Name (Print): ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
Title (if any): Attorney-in-fact
BRS INVESTOR SIGNATURE PAGE
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
BRS INVESTOR
Name (Print): ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
Title (if any): Attorney-in-fact
BRS INVESTOR SIGNATURE PAGE
/s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
BRS INVESTOR
Name (Print): ▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Title (if any): Attorney-in-fact
BRS INVESTOR SIGNATURE PAGE
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
BRS INVESTOR
Name (Print): ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Title (if any): Attorney-in-fact
BRS INVESTOR SIGNATURE PAGE
/s/ Illegible
---------------------------------
BRS INVESTOR
Name (Print): ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇
Custodian for the benefit of
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇
Title (if any): Attorney-in-fact