Exhibit 4.2
▇▇▇▇▇▇▇▇▇ SIGN COMPANY
REGISTRATION AGREEMENT
THIS AGREEMENT is made as of September 30, 1998, between
▇▇▇▇▇▇▇▇▇ Sign Company, a Texas corporation (the "COMPANY"), Continental
Illinois Venture Corporation, a Delaware corporation ("CIVC"), MIG Partners
VIII, a Delaware partnership ("MIG"), and each of the other persons
identified on the signature pages hereto (collectively, the "OTHER
STOCKHOLDERS" and each, an "OTHER STOCKHOLDER"). CIVC and MIG are referred
to herein collectively as the "INVESTORS" and each is referred to herein
individually as an "INVESTOR." The Investors and the Other Stockholders are
referred to herein collectively as the "STOCKHOLDERS" and individually as a
"STOCKHOLDER".
The Company, the Investors and certain of the Other
Stockholders are parties to a Senior Subordinated Note, Preferred Stock and
Warrant Purchase Agreement of even date herewith (the "PURCHASE AGREEMENT").
In order to induce the Investors to enter into the Purchase Agreement, the
Company has agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to
the Closing under the Purchase Agreement. Unless otherwise provided in this
Agreement, capitalized terms used herein shall have the meanings set forth in
SECTION 9 hereof.
The parties hereto agree as follows:
1. DEMAND REGISTRATIONS.
(a) REQUESTS FOR REGISTRATION. At any time after the date
hereof the holders of a majority of the Investor Registrable Securities (the
"MAJORITY INVESTOR HOLDERS") may request registration under the Securities
Act of 1933, as amended (the "SECURITIES ACT") of all or any portion 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. All registrations
requested pursuant to this paragraph 1(a) are referred to herein as "DEMAND
REGISTRATIONS." Each request for a Demand Registration shall specify the
approximate number of Registrable Securities requested to be registered, the
anticipated per share price range for such offering and the intended method
of disposition. Within ten (10) days after receipt of any such request, the
Company shall give written notice of such requested registration to all other
holders of Registrable Securities and shall include in such registration all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within 15 days after the receipt of the
Company's notice.
(b) LONG-FORM REGISTRATIONS. The Majority Investor Holders
shall be entitled to request two (2) Long-Form Registrations in which the
Company shall pay all Registration Expenses (as defined in SECTION 6(a))
associated with the public offering of the Company's equity securities
Investor Holders. A registration shall not count as one of the permitted
Long-Form Registrations until it has become effective and neither the last
nor any subsequent Long-Form Registration shall count as one of the permitted
Long-Form Registrations unless the holders of Registrable Securities are able
to register and sell all of the Registrable Securities requested to be
included in such registration; provided that in any event the Company shall
pay all Registration Expenses in connection with any registration initiated
as a Long-Form Registration whether or not it has become effective and
whether or not such registration has counted as one of the Long-Form
Registrations.
(c) SHORT-FORM REGISTRATIONS. In addition to the Long-Form
Registrations provided pursuant to SECTION 1(b), the Majority Investor
Holders shall be entitled to request five (5) Short-Form Registrations in
which the Company shall pay all Registration Expenses; provided that in each
such Short-Form Registration the holders of Registrable Securities shall
request to include in such registration at least 25% of the Registrable
Securities held by them in the aggregate as of the date hereof (or such
lesser amount if less than 25% are unregistered as of such demand). Demand
Registrations shall be Short-Form Registrations whenever the Company is
permitted to use any applicable short form.
(d) RESTRICTIONS ON DEMAND REGISTRATIONS. The Company shall
not be obligated to effect any Demand Registration within 180 days after the
effective date of a previous Demand Registration or a previous registration
in which the holders of Registrable Securities were given piggyback rights
pursuant to SECTION 2 and in which there was no reduction in the number of
Registrable Securities requested to be included. The Company may postpone
for up to 180 days (from the date of the request) the filing or the
effectiveness of a registration statement for a Demand Registration if the
Company's board of directors determines in its reasonable good faith judgment
that such Demand Registration would reasonably be expected to have a material
adverse effect on any proposal or plan by the Company or any of its
Subsidiaries to engage in any acquisition of assets (other than in the
ordinary course of business) or any merger, consolidation, tender offer,
reorganization or similar transaction; provided that in such event, the
holders of Registrable Securities initially requesting such Demand
Registration shall be entitled to withdraw such request and, if such request
is withdrawn, such Demand Registration shall not count as one of the
permitted Demand Registrations hereunder and the Company shall pay all
Registration Expenses in connection with such registration. The Company may
delay a Demand Registration hereunder only once in any twelve-month period.
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(e) SELECTION OF UNDERWRITERS. In any Demand Registration,
the Company shall have the right to select the investment banker(s) and
manager(s) to administer the offering, provided that the investment banker(s)
and manager(s) so selected are reasonably satisfactory to the Majority
Investor Holders.
2. PIGGYBACK REGISTRATIONS.
(a) RIGHT TO PIGGYBACK. Whenever the Company proposes to
register any of its securities under the Securities Act (other than pursuant
to (i) a Demand Registration or (ii) pursuant to a registration on Form S-4
or S-8 or any successor or similar forms) and the registration form to be
used may be used for the registration of Registrable Securities (a "PIGGYBACK
REGISTRATION"), the Company shall give prompt written notice (in any event
within ten (10) days after its receipt of notice of any exercise of demand
registration rights other than under this Agreement) to all holders of
Registrable Securities of its intention to effect such a registration and
shall include in such registration all Registrable Securities with respect to
which the Company has received written requests for inclusion therein within
15 days after the receipt of the Company's notice.
(b) PIGGYBACK EXPENSES. The Registration Expenses of the
holders of Registrable Securities shall be paid by the Company in all
Piggyback Registrations.
(c) PRIORITY ON PIGGYBACK REGISTRATIONS. If a Piggyback
Registration is an underwritten primary registration on behalf of the
Company, and 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 shall
include in such registration (i) FIRST, the securities the Company proposes
to sell, and (ii) SECOND, the Registrable Securities requested to be included
in such registration pro rata among the holders thereof on the basis of the
number of shares of Registrable Securities owned by each such holder, and
(iii) THIRD, other securities requested to be included in such registration
pro rata among the holders of such securities and any other securities held
by others requested to be included in such registration, pro rata among the
holders thereof on the basis of the number of shares requested to be included
in such registration.
(d) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders
of the Company's securities (other than the parties hereto) who have been
granted contractual demand registration rights, and 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
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of the offering, the Company will include in such registration (i) FIRST, the
securities requested to be included therein by the holders requesting such
registration, pro rata among the holders of such securities on the basis of
the number of shares owned by each such holder, (ii) SECOND, the Registrable
Securities requested to be included in such registration, pro rata among the
holders thereof on the basis of the number of shares of Registrable
Securities owned by each such holder, and (iii) THIRD, other securities
requested to be included in such registration pro rata among the holders of
such securities.
(e) SELECTION OF UNDERWRITERS. In any Piggyback
Registration, the Company shall have the right to select the investment
banker(s) and manager(s) to administer the offering.
3. HOLDBACK AGREEMENTS.
(a) The Company shall not effect any public sale or other
distribution (including sales pursuant to Rule 144) of its equity securities,
or any securities convertible into or exchangeable or exercisable for such
securities, during the seven (7) days prior to and during the 180-day period
beginning on the effective date of any underwritten Demand Registration or
any underwritten Piggyback Registration (except as part of such underwritten
registration or pursuant to registrations on Form S-8 or any successor form),
unless the underwriters managing the registered public offering otherwise
agree.
(b) Each holder of Registrable Securities shall not effect
any public sale or other 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 during the 180-day period beginning on the effective date of any
underwritten Demand Registration or any underwritten Piggyback Registration
in which Registrable Securities are eligible for inclusion (except as part of
such underwritten registration or pursuant to registrations on Form S-8 or
any successor form), unless the underwriters managing the registered public
offering otherwise agree.
4. REGISTRATION PROCEDURES. Whenever the holders of
Registrable Securities have requested that any Registrable Securities be
registered pursuant to this Agreement, the Company shall use its best efforts
to effect the registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof (including the
registration of the Warrants held by a holder of Registrable Securities
requesting registration as to which the Company has received reasonable
assurances that only Common Stock shall be distributed to the public), and
pursuant thereto the Company shall as expeditiously as possible:
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(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 shall
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, which documents shall be subject to the
review and comment of such counsel);
(b) notify each holder of Registrable Securities of the
effectiveness of each registration statement filed hereunder and 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 180 days 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) furnish to each seller of Registrable Securities such
number of requested 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
seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;
(d) use its reasonable 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 shall 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 subparagraph, (ii)
subject itself to taxation in any such jurisdiction or (iii) consent to
general service of process in any such jurisdiction);
(e) 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 shall prepare a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus
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shall not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading; provided that
upon such notification by the Company, each seller of such Registrable
Securities will not offer or sell such Registrable Securities until the
Company has notified such seller that it has prepared a supplement or
amendment to such prospectus and delivered copies of such supplement or
amendment to such seller;
(f) 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 NASD automated
quotation system and, if listed on the NASD automated quotation system, 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 NASD;
(g) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;
(h) 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 effecting a stock
split or a combination of shares);
(i) 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 (in each case after
reasonable prior notice), all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors, employees and independent accountants to supply, on a
confidential basis, all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such
registration statement;
(j) 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 earnings 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
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;
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(k) 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;
(l) 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 shall use its best efforts promptly to
obtain the withdrawal of such order; and
(m) obtain a comfort letter from the Company's independent
public accountants in customary form and covering such matters of the type
customarily covered by comfort letters as the holders of a majority of the
Registrable Securities being sold reasonably request (provided that such
Registrable Securities constitute at least 10% of the securities covered by
such registration statement).
Each seller of Registrable Securities, upon receipt of any notice from the
Company of the happening of any event of the kind described in subsection (e)
of this Section 4, will forthwith discontinue disposition of the Registrable
Securities until receipt by the seller of Registrable Securities of the
copies of the supplemented or amended prospectus contemplated by subsection
(e) of this Section 4 or until it is advised in writing (the "Advice") by the
Company that the use of the prospectus may be resumed and has received
copies of any additional or supplemental filings which are incorporated by
reference in the prospectus, and if so directed by the Company, such seller
of Registrable Securities will, or will request the managing underwriter or
underwriters, if any, to deliver to the Company (at the Company's expense)
all copies (other than permanent file copies) then in the possession of such
seller of Registrable Securities and of any underwriter or underwriters, of
he prospectus covering such Registrable Securities current at the time of
receipt of such notice. In the event the Company shall give any such notice,
the time periods mentioned in subsection (b) of this Section 4 shall be
extended by the number of days during the period from and including the date
of the giving of such notice to and including the date when each seller of
Registrable Securities covered by such registration statement shall have
received the copies of the supplemented or amended prospectus contemplated by
subsection (e) of this Section 4 hereof or the Advice.
5. COOPERATION BY HOLDERS OF REGISTRABLE SECURITIES
(a) Each seller of Registrable Securities will furnish to
the Company in
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writing such information as the Company may reasonably require from time to
time from such seller, and otherwise reasonably cooperate with the Company in
connection with any registration with respect to such holder's Registrable
Securities.
(b) The failure of any prospective seller of Registrable
Securities to furnish any information or documents in accordance with any
provision contained in this Agreement shall not affect the obligations of the
Company hereunder to any remaining sellers who furnish such information and
documents unless, in the reasonable opinion of counsel to the Company or the
underwriters, such failure impairs or may impair the viability of the or the
legality of any registration statement in connection therewith.
(c) At the end of any period during which the Company is
obligated to keep any registration statement current and effective as
provided in SECTION 4, the holders of Registrable Securities included in such
registration statement shall discontinue sales of shares pursuant to such
registration statement upon receipt of notice from the Company of its
intention to remove from registration the shares covered by such registration
statement which remain unsold and such holders shall notify the Company of
the number of shares registered which remain unsold promptly after receipt of
such notice from the Company.
6. REGISTRATION EXPENSES.
(a) 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, fees and
disbursements of custodians, and fees and disbursements of counsel for the
Company and all independent certified public accountants, underwriters
(excluding discounts, commissions, and undocumented expense allowances) and
other Persons (as defined in the Purchase Agreement) retained by the Company
(all such expenses being herein called "REGISTRATION EXPENSES"), shall be
borne as provided in this Agreement, except that the Company shall, in any
event, pay its internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit or quarterly review, the expense of
any liability insurance and the expenses and fees for listing the securities
to be registered on each securities exchange on which similar securities
issued by the Company are then listed or on the NASD automated quotation
system.
(b) In connection with each Demand Registration and each
Piggyback Registration, the Company shall reimburse the holders of Investor
Registrable Securities included in such registration for the reasonable fees
and disbursements of one counsel chosen by the holders of a majority of the
Investor Registrable Securities initially requesting such registration. The
Company shall not be required to pay or obtain reimbursement for excessive
discounted fees and commissions attributable to a
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sale of the Company and fees and/or expenses of other experts retained by the
holders of Registrable Securities.
(c) To the extent Registration Expenses are not required to
be paid by the Company, each holder of securities included in any
registration hereunder shall pay those Registration Expenses allocable to the
registration of such holder's securities so included, and any Registration
Expenses not so allocable shall be borne by all sellers of securities
included in such registration in proportion to the aggregate selling price of
the securities to be so registered.
(d) The Company will not bear the cost of or pay for any
stock transfer tax imposed in respect of the transfer of any Registrable
Securities to any purchaser thereof by any holder of Registrable Securities
in connection with any registration of Registrable Securities pursuant to
this Agreement.
7. INDEMNIFICATION.
(a) The Company agrees to indemnify, to the extent permitted
by law, each holder of Registrable Securities (requesting or joining in a
registration hereunder), its officers and directors and each Person who
controls (within the meaning of the Securities Act) such holder against all
losses, claims, damages, liabilities and expenses caused by 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, 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 shall
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 shall
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, shall indemnify
the Company, its directors and officers and each Person who controls (within
the meaning of the Securities Act) the Company against any losses, claims,
damages, liabilities and expenses resulting from any untrue or alleged untrue
statement of material fact contained in the registration statement,
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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
any information or affidavit so furnished in writing by such holder; provided
that the obligation to indemnify shall be limited to the net amount of
proceeds received by such holder from the sale of Registrable Securities
pursuant to such registration statement. In connection with an underwritten
offering in which a holder of Registrable Securities is participating, each
such holder shall 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 Company.
(c) Any Person entitled to indemnification hereunder shall
(i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give
prompt notice shall not impair any Person's right to indemnification
hereunder to the extent such failure has not prejudiced the indemnifying
party) 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 shall
not be subject to any liability for any settlement made by the indemnified
party without its consent (but such consent shall not be unreasonably
withheld). An indemnifying party who is not entitled to, or elects not to,
assume the defense of a claim shall 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
shall 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 shall survive the transfer of
securities. The parties hereto also agree to make such provisions, as are
reasonably requested by any indemnified party, for contribution to such party
in the event such party'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 (i) 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 (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements;
provided that no holder of Registrable Securities
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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) or to undertake any indemnification
obligations to the Company or the underwriters with respect thereto, except
as otherwise provided in SECTION 7 hereof.
9. DEFINITIONS.
(a) "INVESTOR REGISTRABLE SECURITIES" means (i) any Common
Stock issued to CIVC or MIG, (ii) any Common Stock issued or issuable upon
the exercise or otherwise in respect of the Warrants issued pursuant to the
Purchase Agreement, (iii) any Common Stock issued or issuable with respect to
the securities referred to in clauses (i) and (ii) above by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization, and (iv) any
other shares of Common Stock held by the Investors holding securities
described in clauses (i), (ii) and (iii), inclusive, above. As to any
particular Investor Registrable Securities, such securities shall cease to be
Investor Registrable Securities when they have been distributed to the public
pursuant to a offering registered under the Securities Act or sold to the
public through a broker, dealer or market maker in compliance with Rule 144
under the Securities Act (or any similar rule then in force) or repurchased
by the Company or any Subsidiary. For purposes of this Agreement, a Person
shall be deemed to be a holder of Investor Registrable Securities, and the
Registrable Securities shall be deemed to be in existence, whenever such
Person has the right to acquire directly or indirectly such 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 night), whether or not such acquisition has
actually been effected, and such Person shall be entitled to exercise the
rights of a holder of Investor Registrable Securities hereunder.
(b) "OTHER REGISTRABLE SECURITIES" means (i) any Common
Stock held by or issued to any Other Stockholder, (ii) any Common Stock
issued or issuable with respect to the securities referred to in clause (i)
above by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Other Registrable Securities, such
securities shall cease to be Other Registrable Securities when they have been
distributed to the public pursuant to a offering registered under the
Securities Act or sold to the public through a broker, dealer or market maker
in compliance with Rule 144 under the Securities Act (or any similar rule
then in force) or repurchased by the Company or any Subsidiary. For purposes
of this Agreement, a Person shall be deemed to be a holder of Other
Registrable Securities, and the Other Registrable Securities shall be deemed
to be in existence, whenever such Person has the right to acquire directly or
indirectly such Other Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any
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restrictions or limitations upon the exercise of such Right), whether or not
such acquisition has actually been effected, and such Person shall be
entitled to exercise the rights of a holder of Other Registrable Securities
hereunder.
(c) "REGISTRABLE SECURITIES" means, collectively, the
Investor Registrable Securities and the Other Registrable Securities.
(d) Unless otherwise stated, other capitalized terms
contained herein have the meanings set forth in the Purchase Agreement.
10. MISCELLANEOUS.
(a) NO INCONSISTENT AGREEMENTS. The Company shall not
hereafter enter into any agreement with respect to its securities which is
inconsistent with or violates the rights granted to the holders of
Registrable Securities in this Agreement.
(b) 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 a majority of the
Registrable Securities.
(c) SEVERABILITY. Whenever possible, each provision of this
Agreement shall 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
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect the validity, legality or enforceability of any other
provision of this Agreement in such jurisdiction or affect the validity,
legality or enforceability of any provision in any other jurisdiction, but
this Agreement shall be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision had never been
contained herein.
(d) SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Agreement by or on behalf of any of the parties hereto shall 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) ENTIRE AGREEMENT. Except as otherwise expressly set
forth herein, this Agreement embodies the complete agreement and
understanding among the parties hereto with respect to the subject matter
hereof and supersedes and preempts any prior understandings, agreements or
representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.
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(f) COUNTERPARTS. This Agreement may be executed 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 shall constitute one
and the same Agreement.
(g) REMEDIES. Any Person having rights under any provision
of this Agreement shall 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.
(h) GOVERNING LAW. The corporate law of the State of Texas
shall govern all issues and questions concerning the relative rights of the
Company and its stockholders and other issues and questions concerning the
construction, validity, interpretation and enforcement of this Agreement and
the exhibits and schedules hereto without giving effect to any choice of law
or conflict of law rules or provisions.
(i) NOTICES. Any notice provided for in this Agreement
shall be in writing and shall be either personally delivered, sent by
telecopy, mailed first class mail (postage prepaid) or sent by reputable
overnight courier service (charges prepaid) to the Company at the address set
forth below and to any other recipient at the address indicated on the
schedules hereto and to any subsequent holder of Underlying Stock subject to
this Agreement at such address as indicated by the Company's records, or at
such address or to the attention of such other person as the recipient party
has specified by prior written notice to the sending party. Notices shall be
deemed to have been given hereunder upon receipt when delivered personally or
by telecopy, three business days after deposit in the U.S. mail and on the
first business day after deposit with a reputable overnight courier service
(postage provided for and with instructions for overnight delivery). The
Company's address is:
▇▇▇▇▇▇▇▇▇ Sign Company
▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
(j) DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of
this Agreement.
* * * * *
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IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
▇▇▇▇▇▇▇▇▇ SIGN COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Chairman
INVESTORS:
CONTINENTAL ILLINOIS VENTURE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Managing Director
MIG PARTNERS VIII
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: General Partner
OTHER STOCKHOLDERS:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇ ▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇
SOUTHERN INVESTORS CORP.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Its
SOUTHERN MORTGAGE HOLDING
CORPORATION
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Its
GENEVE SECURITIES PORTFOLIO CORP.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Its
GENEVE SECURITIES HOLDING CORP.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Its
CHAPARRAL INTERNATIONAL RE.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Its