EXHIBIT ▇
▇▇▇▇▇▇▇▇▇ 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 l(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 l(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.
(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-
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 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-
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:
(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;
-4-
(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
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
-5-
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;
(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)
-6-
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 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.
-7-
(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 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, prospectus or preliminary prospectus or
any amendment thereof or supplement thereto or any omission or alleged
-8-
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 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-
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 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 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-
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.
(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.
-11-
(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.
* * * * *
-12-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
▇▇▇▇▇▇▇▇▇ SIGN COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Vice-President/CFO
INVESTORS:
---------
CONTINENTAL ILLINOIS VENTURE
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Managing Director
MIG PARTNERS VIII
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: General Partner
OTHER STOCKHOLDERS:
------------------
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
SIGNATURE PAGE TO REGISTRATION AGREEMENT
/s/ ▇▇▇ ▇▇▇▇▇
___________________________________
▇▇▇ ▇▇▇▇▇
SOUTHERN INVESTORS CORP.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
By _______________________________
Its _______________________________
SOUTHERN MORTGAGE HOLDING
CORPORATION
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
By _______________________________
Its _______________________________
GENEVE SECURITIES PORTFOLIO CORP.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
By _______________________________
Its _______________________________
GENEVE SECURITIES HOLDING CORP.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
By _______________________________
Its _______________________________
CHAPARRAL INTERNATIONAL RE.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
By _______________________________
Its _______________________________
SIGNATURE PAGE TO REGISTRATION AGREEMENT