Exhibit 10.1
▇▇▇▇▇, INC.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is
entered into as of the 19th day of November, 2004, by and among
▇▇▇▇▇, Inc., a Texas corporation (the "Company"), and each
stockholder of Centrum Acquisition, Inc., a Delaware corporation
("Centrum"), listed on the signature pages hereto (each, a
"Stockholder" and, collectively, the "Stockholders").
RECITALS
A. The Company, Centrum and Midlothian Holdings LLC, a
Delaware limited liability company ("Sub"), have entered into an
Agreement and Plan of Merger (the "Merger Agreement"), dated June
25, 2004, as amended, pursuant to which Centrum will be merged
(the "Merger") with and into Sub and the shares of capital stock
of Centrum held by the Stockholders will be converted into Common
Stock.
B. It is a condition to Centrum's obligation to consummate
the Merger Agreement that the Company enter into this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises, covenants
and conditions set forth in this Agreement, the parties mutually
agree as follows:
SECTION 1. GENERAL
1.1 Definitions. As used in this Agreement the following
terms shall have the following respective meanings:
"Common Stock" means the common stock, $2.50 par value,
of the Company.
"Company Indemnity Agreement" means the Indemnity and
Restriction Agreement dated the date hereof among the
Holders and the Company.
"Crabar" means Crabar/GBF, Inc., a Delaware
corporation.
"Exchange Act" means the Securities Exchange Act of
1934, as amended.
"Form S-3" means such form under the Securities Act as
in effect on the date hereof or any successor registration
form under the Securities Act subsequently adopted by the
SEC which permits inclusion or incorporation of substantial
information by reference to other documents filed by the
Company with the SEC.
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"Holder" means any Person owning of record Registrable
Securities that have not been sold to the public or any
assignee of record of such Registrable Securities in
accordance with Section 2.8 hereof, including without
limitation the Stockholders and their respective permitted
successors and assigns.
"Holder Indemnity Agreement" means the Indemnity and
Restriction Agreement dated the date hereof among the
Principal Holders, the Company and Sub.
"Person" means any individual, trust, corporation,
partnership, limited partnership, limited liability company
or other business association or entity, court, governmental
body or governmental agency.
"Principal Holders" means ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇.
"Register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such
registration statement or document.
"Registrable Securities" means Common Stock issued to
the Stockholders in connection with the Merger.
"Registration Expenses" shall mean all expenses
incurred by the Company in complying with Sections 2.1, 2.2
and 2.3 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, Blue Sky fees and
expenses, the expense of any auditor letter and any special
audits incident to or required by any such registration, but
shall specifically exclude Selling Expenses.
"Rule 144" means Rule 144 promulgated under the
Securities Act as in effect on the date hereof or any
successor rule or regulation under the Securities Act
subsequently adopted by the SEC.
"SEC" or "Commission" means the Securities and Exchange
Commission.
"Securities Act" shall mean the Securities Act of 1933,
as amended.
"Selling Expenses" shall mean all underwriting
discounts and selling commissions applicable to any sale
hereunder and all fees and expenses of legal counsel to the
Holders.
SECTION 2. REGISTRATION
2.1 Required Registration.
(a) Registration Statement. The Company shall use its
commercially reasonable
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efforts to prepare and file as promptly as practicable after the
Effective Time (as defined in the Merger Agreement), but in no
event later than fifteen (15) days after the Effective Time, with
the SEC a registration statement on Form S-3 with respect to the
Registrable Securities (the "Registration Statement") and to
effect all such registrations, qualifications and compliances
(including, without limitation, obtaining appropriate
qualifications or exemptions under applicable state securities or
"blue sky" laws and compliance with any other applicable
governmental or securities law requirements or regulations) as
any Holder may reasonably request and that would permit or
facilitate the sale of Registrable Securities in the open market
(provided, however, that the Company shall not be required in
connection therewith to qualify to do business or to file a
general consent to service of process in any such state or
jurisdiction), and shall use its commercially reasonable efforts
so that such Registration Statement and all other such
registrations, qualifications and compliances may become
effective no later than sixty (60) days following the Effective
Time. Notwithstanding the foregoing, the Company shall not be
obligated to effect an underwritten registration statement.
(b) Effectiveness, Suspension Right, Lock-Up.
(i) The Company will use its commercially
reasonable efforts to maintain the effectiveness of the
Registration Statement and other applicable registrations,
qualifications and compliances until the registration rights
granted under this Section 2 terminate in accordance with Section
2.5 (the "Registration Effective Period"), and from time to time
will amend or supplement the Registration Statement and the
prospectus contained therein as and to the extent necessary to
comply with the Securities Act, the Exchange Act and any
applicable state securities statute or regulation, subject to the
following limitations and qualifications.
(ii) Following the date on which the Registration
Statement is first declared effective, the Holders will be
permitted (subject in all cases to Section 2.2 below) to offer
and sell Registrable Securities during the Registration Effective
Period in the manner described in the Registration Statement,
provided that the Registration Statement remains effective and
has not been suspended;
(iii) Notwithstanding any other provision of this
Section 2.1 but subject to Section 2.2, the Company shall have
the right at any time (but no more than three times in any twelve-
month period) to require that all Holders suspend further open
market offers and sales of Registrable Securities whenever, and
only if, in the reasonable good faith judgment of the Company
after receipt of advice from outside counsel there is or there is
reasonably likely to be in existence material undisclosed
information or events with respect to the Company (the
"Suspension Right"). In the event the Company exercises the
Suspension Right, such suspension will continue only for the
period of time reasonably necessary for disclosure to occur at a
time that is not detrimental to the Company or its stockholders
or until such time as the information or event is no longer
material (but in no event more than 30 days), each as determined
in good faith by the Company after receipt of advice from outside
counsel. The Company will promptly give the Holders notice of
any such suspension and will use all commercially reasonable
efforts to minimize the length of the suspension.
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(iv) Each Holder agrees, if requested by the
Company and an underwriter of a public offering of securities of
the Company, not to sell, assign, donate, pledge, encumber,
hypothecate, grant an option to or otherwise transfer or dispose
of, whether in privately negotiated or open market transactions,
any Common Stock or other securities of the Company held by it
during a period not to exceed one hundred twenty (120) days
following the effective date of the registration statement
relating to such underwritten public offering, provided that all
executive officers and directors of the Company are subject to
substantially identical restrictions. Upon request of the
Company, each Holder will execute an agreement agreeing to the
foregoing and containing other customary terms and conditions,
and the Company may impose stop-transfer instructions with
respect to the shares subject to the foregoing restrictions until
the end of such period.
2.2 Procedure for Sale of Shares under Registration
Statement.
(a) Delivery of Prospectus. For any offer or sale of
any of the Registrable Securities by a Holder in a transaction
that is not exempt under the Securities Act, the Holder, in
addition to complying with any other federal securities laws,
shall deliver a copy of the final prospectus (or amendment of or
supplement to such prospectus) of the Company covering the
Registrable Securities in the form furnished to the Holder by the
Company to the purchaser of any of the Registrable Securities on
or before the settlement date for the purchase of such
Registrable Securities.
(b) Copies of Prospectuses. The Company shall furnish
to each Holder a reasonable number of copies of the final
prospectus (or amendment of or supplement to such prospectus) of
the Company covering the Registrable Securities as may be
necessary so that, as thereafter delivered to the purchasers of
such Registrable Securities, such prospectus shall not as of the
date of delivery to the Holder include an untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading or incomplete in the light of the circumstances then
existing, in each case exclusive of information supplied by such
Holder expressly for inclusion in the Registration Statement.
2.3 Piggyback Registrations.
(a) The Company shall notify all Holders in writing at
least thirty (30) days prior to the filing of any registration
statement under the Securities Act for purposes of a public
offering of securities of the Company (including, but not limited
to, registration statements relating to offerings of securities
of the Company for the account of stockholders of the Company,
but excluding the Registration Statement and registration
statements on Forms S-4 and S-8) and will offer to include in
such registration statement all of such Registrable Securities
held by such Holder. If the registration statement under which
the Company gives notice under this Section 2.3 is for an
underwritten offering, the Company shall so advise the Holders in
such notice. Each Holder desiring to include in any such
registration statement all or any part of the Registrable
Securities held by it shall, within fifteen (15) days after
receipt of the above-described notice from the Company, so notify
the Company in writing.
(b) If the registration statement under which the
Company gives notice under this Section 2.3 is for an
underwritten offering, and the managing underwriters advise the
Company in writing that in their opinion the number of securities
requested to be included in such
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registration (i) creates a substantial risk that the price per
share in such registration will be materially and adversely
affected, or (ii) exceeds the number which can be reasonably sold
in such offering, then the number of shares that may be included
in the underwriting shall be allocated, first, to the Company if
the Company, and not a stockholder, initiated the filing of the
registration statement; second, to the Holders on a pro rata
basis based on the total number of Registrable Securities held by
the Holders desiring to participate in the registration and
underwriting pursuant to the terms of this Section 2.3; and
third, to any other stockholder of the Company participating in
such underwritten offering on a pro rata basis based on the
number of shares that all such stockholders desire to register.
(c) The Company shall have the right to terminate or
withdraw any registration initiated by it under this Section 2.3
prior to the effectiveness of such registration whether or not
any Holder has elected to include Registrable Securities in such
registration. The Registration Expenses of such withdrawn
registration shall be borne by the Company in accordance with
Section 2.4 hereof.
(d) The Holders, as a group, shall be limited to only
one right to include Registrable Securities in a Company
registration statement under Section 2.3(a). The Holders shall
only have the "piggyback" registration rights provided in Section
2.3(a) with respect to the first registration statement for which
the Company provides notice to the Holders under Section 2.3(a),
and the Holders' "piggyback" registration rights shall terminate
upon such registration statement becoming effective if all
Registrable Securities that the Holders have notified the Company
pursuant to Section 2.3(a) they wish to include in a registration
statement are included; provided, however, that if the Holders
are prevented, pursuant to Section 2.3(b), from including all
Registrable Securities that they have notified the Company
pursuant to Section 2.3(a) they wish to include in a registration
statement, the Holders' "piggyback" registration rights shall
remain in effect until all Registrable Securities that the
Holders have notified the Company pursuant to Section 2.3(a) they
wish to include in a registration statement have been included in
one or more effective registration statements under this Section
2.3.
2.4 Expenses of Registration. Except as provided herein,
all Registration Expenses incurred in connection with any
registration, qualification or compliance pursuant to Section 2.1
or any registration under Section 2.3 herein shall be borne by
the Company. All Selling Expenses incurred in connection with any
registrations hereunder shall be borne by the holders of the
securities so registered pro rata on the basis of the number of
shares so registered.
2.5 Termination of Registration Rights. All registration
rights granted under this Section 2 shall terminate and be of no
further force and effect as to any Holder at such time as such
Holder is free to sell all Registrable Securities held by such
Holder pursuant to paragraph (k) of Rule 144 under the Securities
Act or a comparable exemption from registration that enables the
Holder to sell all Registrable Securities held by such Holder
without registration and without restriction as to the manner of
sale or otherwise.
2.6 Delay of Registration; Furnishing Information. It
shall be a condition precedent to the obligations of the Company
to take any action pursuant to Section 2.1 or 2.3 that the
selling Holders shall furnish to the Company such information
regarding themselves, the
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Registrable Securities held by them and the intended method of
disposition of such securities as reasonably shall be required to
effect the registration of their Registrable Securities.
2.7 Indemnification. In the event any Registrable
Securities are included in a registration statement under Section
2.1 or 2.3 or in the registration statement on Form S-4 relating
to the Merger:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the partners, members,
officers and directors of each Holder, any underwriter (as
defined in the Securities Act) and each person, if any, who
controls such Holder or underwriter within the meaning of the
Securities Act or the Exchange Act, against any losses, claims,
damages, or liabilities (joint or several) to which they may
become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out
of or are based upon any of the following statements, omissions
or violations (collectively a "Violation") by the Company: (i)
any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) 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, or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state
securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities law in
connection with the offering covered by such registration
statement; and the Company will promptly reimburse to each such
Holder, partner, member, officer, director, underwriter or
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 the Company shall not be liable in any such case
for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with information
furnished expressly for use in connection with such registration
or for incorporation by reference in such registration statement
by Centrum, Crabar or such Holder, partner, member, officer,
director, underwriter or controlling person of such Holder in
writing; and provided further that the indemnification
obligations of the Company under this Section 2.7 shall be
subject to the procedures and the monetary, time and other
limitations and terms and conditions set forth in the Company
Indemnity Agreement.
(b) To the extent permitted by law, each Principal
Holder severally and jointly will, if Registrable Securities held
by any Holder are included in the securities as to which such
registration is being effected, indemnify and hold harmless the
Company, each of its directors, its officers and each person, if
any, who controls the Company within the meaning of the
Securities Act, any underwriter and any other Holder selling
securities under such registration statement or any of such other
Holder's partners, members, directors or officers or any person
who controls such Holder, against any losses, claims, damages or
liabilities (joint or several) to which the Company or any such
director, officer, controlling person, underwriter or such other
Holder, or partner, member, director, officer or controlling
person of such other Holder may become subject under the
Securities Act, the Exchange Act or other federal or state law,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any
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Violation, in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity
with information furnished by Centrum, Crabar or any Holder in
writing to the Company expressly for use in connection with such
registration or for incorporation by reference in such
registration statement; and each Principal Holder severally and
jointly will promptly reimburse to the Company or any such
director, officer, controlling person, underwriter or other
Holder, or partner, member, officer, director or controlling
person of such other Holder any legal or other expenses
reasonably incurred by such party in connection with
investigating or defending any such loss, claim, damage,
liability or action if it is judicially determined that there was
such a Violation; provided, however, that the indemnification
obligations of the Principal Holders under this Section 2.7 shall
be subject to the procedures and the monetary, time and other
limitations and terms and conditions set forth in the Holder
Indemnity Agreement.
(c) If the indemnification provided for in this
Section 2.7 is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any losses,
claims, damages or liabilities referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified
party thereunder, shall to the extent permitted by applicable law
contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect the relative fault
of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the Violation(s) that
resulted in such loss, claim, damage or liability, as well as any
other relevant equitable considerations. The relative fault of
the indemnifying party and of the indemnified party shall be
determined by a court of law by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact
or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party
and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement
or omission; provided, that the contribution obligations of the
Company and the Principal Holders under this Section 2.7(c) shall
be subject to the procedures and the monetary, time and other
limitations and terms and conditions set forth in the Company
Indemnity Agreement and the Holder Indemnity Agreement,
respectively.
(d) The obligations of the Company and Principal
Holders under this Section 2.7 shall survive completion of any
offering of Registrable Securities in a registration statement
and the termination of this Agreement, subject to the terms and
conditions of the Company Indemnity Agreement and the Holder
Indemnity Agreement, respectively.
2.8 Assignment of Registration Rights. The rights to cause
the Company to register Registrable Securities pursuant to this
Section 2 may be assigned by a Holder to a transferee of
Registrable Securities that is: (a) the estate of such Holder,
or the spouse, siblings or lineal descendants of such Holder, or
such Holder's spouse's siblings or lineal descendants or trusts
for the benefit of any of the foregoing; (b) a trust or
individual who or which, directly or indirectly through one or
more intermediaries, is controlled by or under common control
with such Holder or which controls, directly or indirectly
through one or more intermediaries, such Holder; (c) a trust for
the benefit of any of the foregoing; or (d) any other lawful
transferee of all, but not less than all, of such Holder's
Registrable Securities; provided, however, (i) the transferor
shall, within ten (10) days after such transfer, furnish to the
Company written notice of the name and
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address of such transferee or assignee and the securities with
respect to which such registration rights are being assigned and
(ii) such transferee shall agree to become a party to and be
subject to all restrictions set forth in this Agreement. For
purposes of this Section 2.8, the terms "control", "controlled"
and "common control with" mean the ability, whether by the direct
or indirect ownership of voting securities or other equity
interest, by contract or otherwise, to elect a majority of the
directors of a corporation, to select the managing or general
partner of a partnership or limited partnership, respectively, or
otherwise to select a majority of those persons exercising
governing authority over an entity. Notwithstanding the
foregoing and for the avoidance of doubt, a pledge, collateral
assignment or other similar arrangement shall not be restricted
under this Agreement in any manner and neither the Holder nor the
secured party (or creditor) party to such pledge, collateral
assignment or other similar arrangement shall be required to
comply with the provisions of the immediately preceding proviso
in the absence of a foreclosure or other realization of
collateral with respect to such pledge, collateral assignment or
other similar arrangement.
2.9 Rule 144 Reporting. With a view to making available
the benefits of certain rules and regulations of the Commission
which may at any time permit the sale of the Registrable
Securities to the public without registration, at all times the
Company agrees to:
(a) make and keep public information available, as
those terms are understood and defined in Rule 144 under the
Securities Act;
(b) use its best efforts to file with the Commission
in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange Act; and
(c) furnish to each Holder promptly upon request a
written statement by the Company as to its compliance with the
reporting requirements of such Rule 144 and of the Securities Act
and the Exchange Act, a copy of the most recent annual or
quarterly report of the Company, and such other reports and
documents so filed by the Company as such holder may reasonably
request in availing itself of any rule or regulation of the
Commission allowing such holder to sell any Registrable
Securities without registration.
2.10 Representation and Warranties of the Company. The
Company represents and warrants as follows:
(a) The execution, delivery and performance of this
Agreement by the Company have been duly authorized by; all
requisite corporate action and will not violate any provision of
law, any order of any court or other agency of government,
Certificate of Incorporation of the Company or By-laws of the
Company or any provision of any indenture, agreement or other
instrument to which it or any of its properties or assets is
bound, conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument or result in the
creation or imposition of any lien, charge or encumbrance of any
nature whatsoever upon any of the properties or assets of the
Company.
(b) This Agreement has been duly executed and
delivered by the Company and constitutes the legal, valid and
binding obligation of the Company, enforceable in accordance
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with its terms except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights in
general and subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in
equity or at law) and except as the provisions of Section 2.7 may
be deemed to conflict with public policy.
SECTION 3. MISCELLANEOUS
3.1 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Delaware as applied to
agreements among Delaware residents entered into and to be
performed entirely within Delaware.
3.2 Successors and Assigns. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit
of, and be binding upon, the successors, assigns, heirs,
executors, and administrators of the parties hereto; provided,
however, that prior to the receipt by the Company of written
notice of the transfer of any Registrable Securities specifying
the full name and address of the transferee, the Company may deem
and treat the person listed as the holder of such shares in its
records as the absolute owner and holder of such shares for all
purposes, including the payment of dividends or any redemption
price.
3.3 Entire Agreement. This Agreement constitutes the full
and entire understanding and agreement between the parties with
regard to the subject matter hereof and no party shall be liable
or bound to any other in any manner with regard to the subject
matter hereof by any representations, warranties, covenants and
agreements except as specifically set forth herein and therein.
3.4 Severability. In case any provision of the Agreement
shall be invalid, illegal, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
3.5 Amendment and Waiver.
(a) This Agreement may be amended or modified only
upon the written consent of the Company and the Holders of at
least two-thirds (66 2/3%) of the Registrable Securities,
including all of the Principal Holders.
(b) The obligations of the Company and the rights of
the Holders under this Agreement may be waived only with the
written consent of the Holders of at least sixty-six and two-
thirds percent (66 2/3%) of the Registrable Securities.
3.6 Delays or Omissions. It is agreed that no delay or
omission to exercise any right, power, or remedy accruing to any
Holder, upon any breach, default or noncompliance of the Company
under this Agreement shall impair any such right, power, or
remedy, nor shall it be construed to be a waiver of any such
breach, default or noncompliance, or any acquiescence therein, or
of any similar breach, default or noncompliance thereafter
occurring. It is further agreed that any waiver, permit, consent,
or approval of any kind or character on any Holder's
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part of any breach, default or noncompliance under the Agreement
or any waiver on such Holder's part of any provisions or
conditions of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement, by law, or
otherwise afforded to Holders, shall be cumulative and not
alternative.
3.7 Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be
given by delivery by hand, by mail (registered or certified mail,
postage prepaid, return receipt requested) or by telex as
follows:
If to the Company:
▇▇▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman, President and CEO
Telecopy: (▇▇▇) ▇▇▇.▇▇▇▇
and an additional copy to (but which shall not
constitute notice to Company):
▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Holders (on behalf of all Holders):
c/o Centrum Properties, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to (but which shall not constitute notice to
Holders):
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as any party may have furnished to
the other in writing in accordance herewith.
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3.8 Titles and Subtitles. The titles of the sections and
subsections of this Agreement are for convenience of reference
only and are not to be considered in construing this Agreement.
3.9 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but
all of which together shall constitute one instrument.
3.10 Aggregation of Stock. All of the Registrable
Securities held or acquired by affiliated entities or persons
shall be aggregated together for the purpose of determining the
availability of any rights under this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
REGISTRATION RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof.
COMPANY: HOLDERS:
▇▇▇▇▇, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman, President and /s/ ▇▇▇▇▇ ▇▇▇▇▇
CEO ▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustee
of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 2004
Trust
12
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as Trustee of
the ▇▇▇▇ ▇▇▇▇▇▇ Trust
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as Trustee of
the ▇▇▇▇ ▇▇▇▇▇▇ Trust
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as Trustee of
the ▇▇▇▇▇ ▇▇▇▇▇ Trust
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, as Trustee of
the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, as Trustee of
the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Grantor
Trust
13