EXHIBIT 2.2
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REGISTRATION RIGHTS AGREEMENT
August 31, 1998
To each of the several Holders named in
Schedule A attached hereto:
Dear Sir/Madam:
Pursuant to the Agreement and Plan of Merger dated as of August 31,
1998 (the "Reorganization Agreement"), among Cambridge Technology Partners
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(Massachusetts), Inc. ("Cambridge"); Cambridge/Washington Acquisition Corp., a
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wholly owned subsidiary of Cambridge ("Merger Sub"); Excell Data Corporation, a
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Washington corporation ("Excell"); and the other parties named therein, Merger
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Sub is being merged with and into Excell (the "Merger"). In connection
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therewith you, as the holders (the "Holders") of Common Stock of Excell, are
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acquiring shares of Common Stock of Cambridge. As the context requires, a
Holder may be referred to as a "seller." In connection with the Merger,
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Cambridge and you covenant and agree as follows:
1. Certain Definitions. As used in this Agreement, the following
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terms shall have the following respective meanings:
"Agreement" shall mean this Registration Rights Agreement as
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amended from time to time and in effect between the parties hereto.
"Commission" shall mean the Securities and Exchange Commission,
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or any other federal agency at the time administering the Securities
Act.
"Common Stock" shall mean the Common Stock, $.01 par value, of
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Cambridge, as constituted as of the date of this Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
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amended, or any similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the
time.
"Merger Shares" shall mean the shares of Common Stock of Cambridge
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issued to the Holders pursuant to the Reorganization Agreement,
excluding the Escrow Shares, as defined therein.
"Registration Expenses" shall mean the expenses so described in
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Section 4.
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"Restricted Stock" shall mean the Merger Shares, excluding Merger
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Shares which (a) have been registered under the Securities Act pursuant
to an effective registration statement filed thereunder and disposed of
in accordance with the registration statement covering them; or (b)
have been sold pursuant to Rule 144 under the Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as
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amended, or any similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the
time.
"Selling Expenses" shall mean the expenses so described in Section 4.
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2. Registration. Cambridge agrees to use its reasonable best efforts
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to file a registration statement under the Securities Act on an appropriate form
(which shall be Form S-3, if available) relating to all of the shares of
Restricted Stock to be filed as soon as reasonably practicable after the Closing
Date (as defined in the Reorganization Agreement); provided, however, that
Cambridge shall not be required to register shares of Restricted Stock of any
Holder who does not comply with such Holder's obligations in the last two
paragraphs of Section 3 below. Cambridge shall file such registration statement
within 30 days after the date hereof unless it is unable to do so because of the
unavailability of financial or other information relating to Excell or any of
the Holders that is required to be included therein.
3. Registration Procedures. In using its efforts to effect the
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registration of any shares of Restricted Stock under the Securities Act as
described in Section 2, Cambridge will, as expeditiously as possible:
(a) prepare and file, as required by Section 2 above, with the
Commission a registration statement with respect to such securities and use its
reasonable best efforts to cause such registration statement (i) to become
effective as soon as practicable after the date of its filing with the
Commission and (ii) to remain effective until the earlier of the sale of all
Restricted Stock covered thereby or one year after the Closing Date; provided,
however, that Cambridge may suspend sales at any time under the registration
statement immediately upon notice to the Holders at the last known address of
the Holders, for a period or periods of time not to exceed in the aggregate 90
days during any 12-month period, if there then exists material, non-public
information relating to Cambridge which, in the reasonable opinion of Cambridge,
would not be appropriate for disclosure during that time;
(b) prepare and file with the 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
the period specified in paragraph (a) above;
(c) furnish to each seller of Restricted Stock such number of copies
of the registration statement and each such amendment and supplement thereto (in
each case including exhibits) and the prospectus included therein (including
each preliminary prospectus) as such persons reasonably may request in order to
facilitate the public sale or other disposition of the Restricted Stock covered
by such registration statement;
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(d) use its reasonable best efforts to register or qualify the
Restricted Stock covered by such registration statement under the securities or
"blue sky" laws of such jurisdictions as the sellers of Restricted Stock
reasonably shall request, provided, however, that Cambridge shall not for any
such purpose be required to qualify generally to transact business as a foreign
corporation in any jurisdiction where it is not so qualified or to consent to
general service of process in any such jurisdiction;
(e) prepare and file with Nasdaq an additional listing application and
use its reasonable best efforts to have the Restricted Stock covered by such
registration statement be accepted by Nasdaq for listing on the Nasdaq National
Market;
(f) notify each seller of Restricted Stock under such registration
statement (at any time when a prospectus relating thereto is required to be
delivered under the Securities Act), of the happening of any event of which
Cambridge has knowledge as a result of which the prospectus contained in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly prepare and furnish to such seller a
reasonable number of copies of a prospectus supplemented or amended so that, as
thereafter delivered to the purchasers of such Restricted Stock, such prospectus
shall not include an untrue statement of material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, provided
that in no event shall Cambridge be obligated to file more than three (3)
amendments or supplements to reflect gifts or other non-public transfers of
Restricted Stock so that such shares may be sold under the prospectus by such
donees or transferees; and
(g) if the registration pursuant to Section 2 involves an underwritten
public offering (as determined in accordance with the last paragraph of this
Section 3), furnish, at the request of any Holder of Restricted Stock included
in the registration statement pursuant to Section 2 of this Agreement, on the
date that such Restricted Stock is delivered to the underwriters for sale in
such registration, (i) an opinion, dated such date, of the counsel representing
Cambridge for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to such Holder, and (ii) a letter dated such
date, from the independent certified public accountants of Cambridge, in form
and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to such Holder (if permitted under applicable
professional standards).
In connection with the registration of Restricted Stock hereunder, the
sellers of Restricted Stock will furnish to Cambridge in writing such
information requested by Cambridge with respect to themselves and the proposed
distribution by them as shall be necessary in order to assure compliance with
applicable federal and state securities laws.
Cambridge and Holders of a majority of the shares then constituting
Restricted Stock may determine, either before or after the initial filing of the
registration statement pursuant to Section 2, that the shares of Restricted
Stock may only be sold pursuant to such registration in an underwritten public
offering. In that event, Cambridge will give prompt notice of such decision to
each seller,
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and afford each seller an opportunity to participate in such underwritten
offering. Cambridge may set time limits for the sellers to indicate whether or
not they desire to participate in such public offering, and may require those
sellers wishing to participate therein to execute custody agreements and powers
of attorney (which shall include authority to the attorney-in-fact thereunder to
execute an underwriting agreement with respect to such offering) and other
documentation in the form reasonably prescribed by Cambridge. Upon the filing of
a registration statement for such underwritten offering (or an amendment to a
previously filed registration statement), sellers may only sell Restricted Stock
pursuant to such underwritten offering (or pursuant to an available exemption
from registration). If such underwritten offering is not completed within 75
days from the date of the determination referred to in the first sentence of
this paragraph, then such restriction shall no longer be applicable, and
Cambridge's obligations under Section 2 hereof shall be reinstated, with a new
registration statement (or amendment) to be filed by Cambridge as soon as
practicable and in any event within 15 days after the expiration of such 75-day
period.
4. Expenses. All expenses incurred by Cambridge in complying with
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Sections 2 and 3, including, without limitation, all registration and filing
fees, fees and disbursements of counsel and independent public accountants for
Cambridge, fees and expenses incurred in connection with complying with state
securities or "blue sky" laws, fees of the National Association of Securities
Dealers, Inc., transfer taxes, fees of transfer agents and registrars, but
excluding any Selling Expenses, are called "Registration Expenses." All
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underwriting discounts (if any) and selling commissions applicable to the sale
of Restricted Stock are called "Selling Expenses."
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Except as set forth in this paragraph, Cambridge will pay all
Registration Expenses in connection with the registration statement under
Section 2. All Selling Expenses in connection with the registration statement
under Section 2 and the sale of Restricted Stock thereunder shall be borne by
the participating sellers in proportion to the number of shares sold by each.
The Registration Expenses associated with any amendment or supplement to the
prospectus to reflect a gift or other non-public transfer of shares of
Restricted Stock so that such shares may be sold under the prospectus by the
donee or transferee shall be paid by the seller or sellers which made such gift
or transfer.
5. Indemnification and Contribution.
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(a) In connection with the registration of the Restricted Stock
under the Securities Act pursuant to Section 2 hereof, Cambridge will indemnify
and hold harmless (i) each seller of such Restricted Stock thereunder, (ii) to
the extent the registration involves an underwritten public offering as
determined in accordance with Section 3, any underwriter of such Restricted
Stock thereunder and (iii) each other person, if any, who controls such seller
or underwriter within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such seller,
underwriter or controlling person may become subject under the Securities Act,
Exchange Act, state securities laws or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (a) any untrue statement or alleged untrue statement of material
fact contained in the registration statement under which such Restricted Stock
was registered under the Securities Act pursuant to Section 2 hereof at the time
it became effective under the Securities Act, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereto, (b)
the omission or alleged omission of a material
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fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances under which they were made or (c)
any violation by Cambridge or its agents of any rule or regulation promulgated
under the Securities Act, Exchange Act or state securities laws applicable to
Cambridge or its agents and relating to action or inaction required of Cambridge
in connection with such registration, and Cambridge will reimburse each such
seller, each such underwriter and each such controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, provided, however,
that Cambridge will not be liable in any such case if any to the extent that (A)
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement, an omission or alleged omission or
a violation or alleged violation so made in conformity with information
furnished in writing by any such seller, any such underwriter or any such
controlling person for inclusion in the registration statement under which such
Restricted Stock was registered under the Securities Act pursuant to Section 2
hereof or any prospectus contained therein, or any amendment or supplement to
such registration statement or prospectus, or (B) if such untrue statement or
alleged untrue statement, omission or alleged omission or violation or alleged
violation was corrected in an amended or supplemented prospectus, and such
seller or underwriter failed to deliver a copy of the amended or supplemented
prospectus at or prior to the confirmation of the sale of the Restricted Stock
to the person or entity asserting any such loss, claim, damage or liability in
any case where such delivery is required by the Securities Act or any state
securities laws.
(b) In connection with the registration of the Restricted Stock under
the Securities Act pursuant to Section 2 hereof, each seller of such Restricted
Stock thereunder, severally and not jointly, will indemnify and hold harmless
Cambridge, each person, if any, who controls Cambridge within the meaning of the
Securities Act, each officer of Cambridge who signs the registration statement,
each director of Cambridge, each underwriter and each person who controls any
underwriter within the meaning of the Securities Act, against all losses,
claims, damages or liabilities, joint or several, to which Cambridge or such
officer, director, underwriter or controlling person may become subject under
the Securities Act, or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
the failure of such seller to comply with the provisions of Section 8 herein, or
(ii) any untrue statement or alleged untrue statement of any material fact
contained in the registration statement, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse Cambridge and each such officer,
director, underwriter and controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action, provided, however, that such
seller will be liable hereunder in any such case if and only to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with information pertaining to such
seller, furnished by such seller in writing for inclusion in the registration
statement under which such Restricted Stock was registered under the Securities
Act pursuant to Section 2 hereof or any prospectus contained therein, or any
amendment or supplement to such registration statement or prospectus; and
provided, further, that in no event shall any indemnity under this subsection
5(b)
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exceed the gross proceeds from the offering received by such Holder from the
sale of Restricted Stock.
(c) Promptly after receipt by an indemnified party hereunder of notice
of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party hereunder, notify
the indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
such indemnified party other than under this Section 5 and shall only relieve it
from any liability which it may have to such indemnified party under this
Section 5 if and to the extent the indemnifying party is prejudiced by such
omission. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel reasonably
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense, the indemnifying party shall not be liable to such indemnified party
under this Section 5 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected, provided,
however, that, if the defendants in any such action include both the indemnified
party and the indemnifying party and if the interests of the indemnified party
reasonably may be deemed to conflict with the interests of the indemnifying
party, the indemnified party shall have the right to select a separate counsel
and to assume such legal defenses and otherwise to participate in the defense of
such action, with the expenses and fees of such separate counsel and other
expenses related to such participation to be reimbursed by the indemnifying
party as incurred.
(d) In order to provide for just and equitable contribution to joint
liability in any case in which a claim for indemnification is made pursuant to
this Section 5 but it is judicially determined (by the entry of a final judgment
or decree by a court of competent jurisdiction and the expiration of time to
appeal or the denial of the last right of appeal) that such indemnification may
not be enforced in such case notwithstanding the fact that this Section 5
provides for indemnification in such case, Cambridge and each seller of
Restricted Stock will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in
proportion to the relative fault of Cambridge, on the one hand, and each holder,
severally, on the other hand; provided, however, that, in any such case, no
person or entity guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) will be entitled to contribution from any
person or entity who was not guilty of such fraudulent misrepresentation and;
provided, further, that in no event shall any contribution under this subsection
5(d) on the part of any Holder exceed the gross proceeds received by such Holder
from the sale of Restricted Stock.
(e) The indemnities provided in this Section 5 shall survive the
transfer of any Restricted Stock by such Holder.
6. Reports Under Securities Exchange Act of 1934. With a view to
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making available to the Holders the benefits of Rule 144 promulgated under the
Securities Act, Cambridge agrees to:
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(a) make and keep public information available, as those terms are
understood and defined in Rule 144;
(b) maintain registration of its Common Stock under Section 12 of
the Exchange Act;
(c) use its reasonable best efforts to file in a timely manner all
reports and other documents required of Cambridge under the Securities Act and
the Exchange Act; and
(d) furnish to any Holder, so long as the Holder owns any Restricted
Stock, forthwith upon request: (i) a written statement by Cambridge regarding
its compliance with the reporting requirements of Rule 144 and (ii) a copy of
the most recent annual or quarterly report of Cambridge and such other reports
and documents so filed by Cambridge under the Exchange Act.
7. Changes in Common Stock. If, and as often as, there is any change
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in the Common Stock by way of a stock split, stock dividend, combination or
reclassification or similar event, or through a reorganization or
recapitalization or similar event, appropriate adjustment shall be made in the
provisions hereof so that the rights and privileges granted hereby shall
continue with respect to the Common Stock as so changed.
8. Sellers' Conduct. With respect to any sale of Restricted Stock
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pursuant to Section 2, you understand and agree as follows:
(a) You will carefully review the information concerning you
contained in the registration statement (if any) and will promptly notify
Cambridge if such information is not complete and accurate in all respects,
including having properly disclosed any position, office or other material
relationship within the past three years with Cambridge or its affiliates;
(b) You agree to sell your Restricted Stock only in the manner set
forth in the registration statement while such registration statement is
effective;
(c) You agree to comply with the anti-manipulation rules under the
Exchange Act in connection with purchases and sales of securities of Cambridge
during the time the registration statement remains effective;
(d) You agree to only sell shares in a jurisdiction after counsel for
Cambridge has advised that such sale is permissible under the applicable state
securities or "Blue Sky" laws;
(e) You agree to comply with the prospectus delivery requirements
of the Securities Act;
(f) You agree to promptly notify Cambridge of any and all planned
sales and immediately notify Cambridge of any completed sales of shares; and
(g) You agree to suspend sales during the periods when sales are
to be suspended pursuant to Section 3(a) herein.
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9. Limitations on Subsequent Registration Rights. From and after the
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date of this Agreement, Cambridge shall not, without the prior written consent
of the Holders of a majority of the outstanding Restricted Stock, enter into any
agreement with any holder or prospective holder of any securities of Cambridge
which would allow such holder or prospective holder to include such securities
in the registration filed under Section 2 hereof, unless such holder or
prospective holder may include such securities in such registration only to the
extent that the inclusion of his securities will not reduce the amount of the
Restricted Stock of the Holders which is included in such registration. Subject
to the foregoing, Common Stock of Cambridge may be included in the registration
under Section 2 for account of other holders or prospective holders of
Cambridge's Common Stock.
10. Miscellaneous.
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(a) All covenants and agreements contained 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 (including, without
limitation, transferees of any Restricted Stock, provided that such transferee
executes a counterpart signature page to this Agreement in a form acceptable to
Cambridge), whether so expressed or not, and provided, further, that no holder
or transferee of Merger Shares which have ceased to be Restricted Stock shall
have the benefit of the covenants and agreements in this Agreement with respect
to such Merger Shares.
(b) All notices, requests, consents and other communications
hereunder shall be in writing and shall be mailed by certified or registered
mail, return receipt requested, postage prepaid, sent by nationally recognized
delivery service guaranteeing delivery in two business days or less, with the
price of delivery paid by the sender, or telecopied, addressed as follows:
if to Cambridge, at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ATTN:
Chief Financial Officer (Fax Number ▇▇▇-▇▇▇-▇▇▇▇), with a copy to ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, Esq., ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Fax Number ▇▇▇-▇▇▇-▇▇▇▇); and;
if to any other party hereto, at the address of such party set forth on
the signature page hereto;
or, in any case, at such other address or addresses as shall have been furnished
in writing to Cambridge (in the case of a holder of Restricted Stock) or to the
holders of Restricted Stock (in the case of Cambridge) in accordance with the
provisions of this paragraph.
(c) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
(d) This Agreement may be amended or modified, and provisions hereof
may be waived, with the written consent of Cambridge and the holders of at least
a majority of the outstanding shares of Restricted Stock.
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(e) This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(f) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this Agreement, and
this Agreement shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.
(The remainder of this page has been left blank intentionally.)
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Signature Page to Registration Rights Agreement
Please indicate your acceptance of the foregoing by signing and
returning the enclosed counterpart of this letter, whereupon this Agreement
shall be a binding agreement between the Company and you. You understand that
Cambridge is expressly relying on the accuracy of the information contained
herein. The foregoing information is complete and correct as of the date
hereof. You hereby undertake to promptly notify Cambridge of any change in the
above information prior to investment in Cambridge.
Very truly yours,
Cambridge Technology Partners
(Massachusetts), Inc.
By: /x/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇
Title: Senior Vice President
AGREED TO AND ACCEPTED as of
the date first above written.
HOLDERS:
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST: SIERRA TRUST:
/x/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /x/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trust ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
/x/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ TRUST: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
/x/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /x/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST:
/x/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST: BURUKA TRUST:
/x/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /x/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
/x/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
/x/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /x/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ TRUST: BRAVO TRUST:
/x/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /x/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
/x/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
12
/x/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /x/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
▇▇▇▇ ▇▇▇▇▇▇▇▇ TRUST: CROCODILE ROCK TRUST:
/x/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ /x/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, Trustee ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
/x/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ TRUST: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
/x/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ /x/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, Trustee ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇ ▇▇▇▇▇ TRUST: INCA TRUST:
/x/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /x/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ IRREVOCABLE /x/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TRUST: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
/x/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /x/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST: MORIGAN TRUST:
/x/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /x/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
/x/ ▇▇▇▇ ▇▇▇▇▇▇▇ /x/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, Trustee ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
/x/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /x/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
13
SCHEDULE A
LIST OF HOLDERS
---------------
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇ ▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
H. ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust
----------------------------------------
FE & ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust
----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust
----------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust
----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust
----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust
----------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust
----------------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Trust
----------------------------------------
Sierra Trust
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Buruka Trust
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Bravo Trust
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▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust
----------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust
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▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Irrevocable Trust
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust
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Crocodile Rock Trust
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Inca Trust
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Morigan Trust
14
