EXHIBIT 10.24
EXECUTION COPY
--------------------------------------------------------------------------------
REGISTRATION RIGHTS AGREEMENT
BY AND BETWEEN
SEGUE SOFTWARE, INC.
AND
THE INVESTOR
AS DEFINED HEREIN
DATED AS OF MARCH 22, 2002
--------------------------------------------------------------------------------
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is dated as of
March 22, 2002, by and among Segue Software, Inc., a Delaware corporation (the
"Company"), and S-7 Associates, LLC (the "Investor").
WHEREAS, the parties to this Agreement are simultaneously entering into a
certain Series B Stock Purchase Agreement, dated as of the date hereof (the
"Purchase Agreement"), whereby the Investor has agreed to purchase securities
from the Company for an aggregate purchase price of $2,000,000; and
WHEREAS, the execution of this Agreement is a condition precedent to the
purchase by the Investor of the securities under the Purchase Agreement;
NOW, THEREFORE, in consideration of the premises, as an inducement to the
Investor to consummate the transactions contemplated by the Purchase Agreement,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company and the Investor hereby covenant and
agree with each other as follows:
1. CERTAIN DEFINITIONS.
As used in this Agreement, the following terms shall have the following
respective meanings:
"COMMISSION" means the United States Securities and Exchange Commission, or
any other federal agency administering the Securities Act and the Exchange Act
at the time.
"COMMON STOCK" means the Common Stock and any other common equity
securities issued by the Company, and any other shares of stock issued or
issuable with respect thereto (whether by way of a stock dividend or stock split
or in exchange for or upon conversion of such shares or otherwise in connection
with a combination of shares, recapitalization, merger, consolidation or other
corporate reorganization).
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, or
any similar successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"PERSON" means an individual, a corporation, a partnership, a joint
venture, a trust, an unincorporated organization, a limited liability company or
partnership, a government and any agency or political subdivision thereof.
"REGISTRABLE SECURITIES" means (i) any shares of Common Stock issued or
isuable upon conversion of the Company's Series B Preferred Stock, and (ii) any
other securities issued and issuable with respect to the shares described 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; provided, that any such shares shall cease to be Registrable
Securities when (i) such Registrable Securities have been disposed of by the
holder thereof pursuant to an effective registration statement under the
Securities Act, (ii) such Registrable Securities are
transferred by the holder thereof to any Person pursuant to Rule 144 (or any
successor rule or similar provision then in effect) under the Securities Act,
including a sale pursuant to the provisions of Rule 144(k), or (iii) such
Securities shall have ceased to be outstanding.
"SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
All other capitalized terms not defined herein shall have the meaning set
forth in the Purchase Agreement unless otherwise indicated.
2. DEMAND REGISTRATION ON FORM S-3.
(a) At any time after the date hereof and prior to the fifth
anniversary of the date hereof, the holders of at least fifty percent (50%) of
the Registrable Securities may notify the Company that they intend to offer or
cause to be offered for public sale all or any portion of their Registrable
Securities in the manner specified in such request. Upon receipt of such
request, the Company shall promptly deliver notice of such request to all
holders of Registrable Securities, who shall then have thirty (30) days to
notify the Company in writing of their desire to be included in such
registration. If the request for registration contemplates an underwritten
public offering, the Company shall state such in the written notice and in such
event the right of any Person to participate in such registration shall be
conditioned upon such Person's participation in such underwritten public
offering and the inclusion of such Person's Registrable Securities in the
underwritten public offering to the extent provided herein. The Company will use
its reasonable efforts to effect the registration on Form S-3 (or a comparable
successor form) of all Registrable Securities whose holders request
participation in such registration under the Securities Act, but only to the
extent provided for in this Agreement. The Company shall not be required to
effect registration pursuant to a request under this Section 2 more than one
time. Notwithstanding anything to the contrary contained herein, the Company
shall not be obligated to file a registration statement under this Section 2:
(a) if Form S-3 is not then available for the proposed offering; (b) within
ninety (90) days after the effective date of a registration statement filed by
the Company covering a firm commitment underwritten public offering in which the
holders of Registrable Securities shall have been entitled to join pursuant to
Section 4; or (c) during a Suspension Period (as defined in Section 8(a)). A
registration will not count as a requested registration under this section 2(a)
unless and until the registration statement relating to such registration has
been declared effective by the Commission.
(b) If a requested registration involves an underwritten public
offering and the managing underwriter of such offering determines in good faith
that the number of securities sought to be offered should be limited due to
market conditions, then the number of securities to be included in such
underwritten public offering shall be reduced to a number deemed satisfactory by
such managing underwriter; provided, that the shares to be excluded shall be
determined in the following order of priority: (i) persons not having any
contractual or other right to include such securities in the registration
statement, (ii) securities held by any other Persons (other than the holders of
Registrable Securities) having a contractual, incidental "piggy back" right to
include such securities in the registration statement, (iii) securities to be
registered by the Company pursuant to such registration statement, (iv)
Registrable Securities of holders
2
who did not make the original request for registration and, if necessary, (v)
Registrable Securities of holders who requested such registration pursuant to
Section 2(a). If there is a reduction of the number of Registrable Securities
pursuant to clauses (iv) or (v), such reduction shall be made on a pro rata
basis (based upon the aggregate number of Registrable Securities held by such
holders).
(c) With respect to a request for registration pursuant to
Section 2(a) which is for an underwritten public offering, the managing
underwriter shall be chosen by the holders of a majority of the Registrable
Securities to be sold in such offering (which approval will not be unreasonably
withheld or delayed). The Company may not cause any other registration of
securities for sale for its own account (other than a registration effected
solely to implement an employee benefit plan or a transaction to which Rule 145
of the Securities Act is applicable) to become effective within ninety (90) days
following the effective date of any registration required pursuant to this
Section 2.
3. PIGGYBACK REGISTRATION.
If the Company at any time proposes to register any of its securities under
the Securities Act for sale to the public (except with respect to registration
statements on Forms ▇-▇, ▇-▇ or another form not available for registering the
Registrable Securities for sale to the public), each such time it will give
written notice at the applicable address of record to each holder of Registrable
Securities of its intention to do so. Upon the written request of any of such
holders, given within twenty (20) days after receipt by such Person of such
notice, the Company will, subject to the limits contained in this Section 3, use
its reasonable efforts to cause all such Registrable Securities of said
requesting holders to be registered under the Securities Act and qualified for
sale under any state blue sky law, all to the extent required to permit such
sale or other disposition of said Registrable Securities; provided, however,
that if the Company is advised in writing by any managing underwriter of the
Company's securities being offered in a public offering pursuant to such
registration statement that the amount to be sold by persons other than the
Company (collectively, "Selling Stockholders") is greater than the amount which
can be offered without adversely affecting the offering, the Company may reduce
the amount offered for the accounts of Selling Stockholders (including such
holders of Registrable Securities) to a number deemed satisfactory by such
managing underwriter; and provided further, that any shares to be excluded shall
be determined in the following order of priority: (i) securities held by any
Persons not having any such contractual, incidental registration rights, (ii)
securities held by any Persons having contractual, incidental registration
rights pursuant to an agreement which is not this Agreement and (iii) the
Registrable Securities sought to be included by the holders thereof as
determined on a pro rata basis (based upon the aggregate number of Registrable
Securities held by such holders).
4. REGISTRATION PROCEDURES.
If and whenever the Company is required by the provisions of this Agreement
to use its reasonable efforts to promptly effect the registration of any of its
securities under the Securities Act, the Company will:
3
(a) use its reasonable efforts to prepare and file with the
Commission a registration statement on the appropriate form under the Securities
Act with respect to such securities, which form shall comply as to form in all
material respects with the requirements of the applicable form and include all
financial statements required by the Commission to be filed therewith, and use
its reasonable efforts to cause such registration statement to become and remain
effective for 90 days or until the completion of the proposed offering,
whichever is earlier; provided, that such 90-day period shall be extended for a
period of time equal to the period the selling holders refrain from selling
Registrable Securities pursuant to Section 8.
(b) use its reasonable best efforts to 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 as specified in Section 4(b) and
to comply with the provisions of the Securities Act with respect to the sale or
other disposition of all securities covered by such registration statement
whenever the seller or sellers of such securities shall desire to sell or
otherwise dispose of the same, but only to the extent provided in this
Agreement;
(c) furnish to each selling holder and the underwriters, if any,
such number of copies of such registration statement, any amendments thereto,
any documents incorporated by reference therein, the prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as such selling holder may reasonably request in
order to facilitate the public sale or other disposition of the securities owned
by such selling holder;
(d) use its reasonable efforts to register or qualify the
securities covered by such registration statement under such other securities or
state blue sky laws of such jurisdictions as each selling holder shall request,
and to do any and all other acts and things which may be necessary under such
securities or blue sky laws to enable such selling holder to consummate the
public sale or other disposition in such jurisdictions of the securities owned
by such selling holder, except that the Company shall not for any such purpose
be required to qualify to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified;
(e) within a reasonable time before the filing of the
registration statement or prospectus or amendments or supplements thereto with
the Commission, furnish to counsel selected by the holders of Registrable
Securities copies of such documents proposed to be filed;
(f) promptly notify each selling holder of Registrable
Securities, such selling holder's counsel and any underwriter of the happening
of any event which makes any statement made in the registration statement or
related prospectus untrue or which requires the making of any changes in such
registration statement or prospectus so that they will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein in the light of the
circumstances under which they were made not misleading; and, subject to Section
8, as promptly as practicable thereafter, prepare and file with the Commission
and furnish a supplement or amendment to such prospectus so that, as thereafter
deliverable to the purchasers of such Registrable Securities, such prospectus
will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make
4
the statements therein, in the light of the circumstances under which they were
made, not misleading;
(g) use its reasonable efforts to prevent the issuance of any
order suspending the effectiveness of the registration statement, and if one is
issued use its reasonable efforts to obtain the withdrawal of any such order;
(h) if requested by the managing underwriter or underwriters
(if any), any selling holder, or such selling holder's counsel, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as such Person requests to be included therein with respect to the
securities being sold by such selling holder to such underwriter or
underwriters, the purchase price being paid therefor by such underwriter or
underwriters and with respect to any other terms of an underwritten offering of
the securities to be sold in such offering, and promptly make all required
filings of such prospectus supplement or post-effective amendment;
(i) make available to each selling holder, any underwriter
participating in any disposition pursuant to a registration statement, and any
attorney, accountant or other agent or representative retained by any such
selling holder or underwriter (collectively, the "Inspectors"), all financial
and other records, pertinent corporate documents and properties of the Company,
as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information reasonably requested by any such Inspector in connection
with such registration statement;
(j) enter into any reasonable underwriting agreement required by
the proposed underwriter(s) for the selling holders, if any;
(k) cause the securities covered by such registration statement
to be listed on the securities exchange or quoted on the quotation system on
which the Common Stock of the Company is then listed or quoted; and
(l) during the period when the prospectus is required to be
delivered under the Securities Act, file all documents required to be filed with
the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange
Act.
5. EXPENSES.
All expenses incurred by the Company or the holders of Registrable
Securities in effecting the registrations provided for in Sections 2 and 3,
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company, and one counsel for
the holders participating in such registration as a group (selected by a
majority in interest of the holders of Registrable Securities who participate in
the registration), underwriting expenses (other than fees, commissions or
discounts), expenses of any audits incident to or required by any such
registration and expenses of complying with the securities or blue sky laws of
any jurisdictions (all of such expenses referred to as "Registration Expenses"),
shall be paid by the Company.
5
6. INDEMNIFICATION.
(a) The Company shall indemnify and hold harmless each selling
holder of Registrable Securities, each underwriter (as defined in the Securities
Act), and directors, officers, employees and agents of any of them, and each
other Person who participates in the offering of such securities and each other
Person, if any, who controls (within the meaning of the Securities Act) such
seller, underwriter or participating Person (individually and collectively, the
"Indemnified Person") against any losses, claims, damages, expenses or
liabilities (collectively, the "liability"), joint or several, to which such
Indemnified Person may become subject under the Securities Act or any other
statute or at common law, insofar as such liability (or action in respect
thereof) arises out of or is based upon (i) any untrue statement or alleged
untrue statement of any material fact contained, on the effective date thereof,
in any registration statement under which such securities were registered under
the Securities Act, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, or (ii) any 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
by the Company of the Securities Act, any state securities or "blue sky" laws or
any sale or regulation thereunder in connection with such registration. Except
as otherwise provided in Section 6(d), the Company shall reimburse each such
Indemnified Person in connection with investigating or defending any such
liability; PROVIDED, HOWEVER, that the Company shall not be liable to any
Indemnified Person in any such case to the extent that any such liability arises
out of or is based upon any untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, preliminary or
final prospectus, or amendment or supplement thereto in reliance upon and in
conformity with information furnished in writing to the Company by such Person
specifically for use therein; and PROVIDED FURTHER, that the Company shall not
be required to indemnify any Person against any liability arising from any
untrue or misleading statement or omission contained in any preliminary
prospectus if such deficiency is corrected in the final prospectus or for any
liability which arises out of the failure of any Person to deliver a prospectus
as required by the Securities Act regardless of any investigation made by or on
behalf of such Indemnified Person and shall survive transfer of such securities
by such seller.
(b) Each holder of any securities included in such registration
being effected shall indemnify and hold harmless each other selling holder of
any securities, the Company, its directors and officers, each underwriter and
each other Person, if any, who controls (within the meaning of the Securities
Act) the Company or such underwriter (individually and collectively also the
"Indemnified Person"), against any liability, joint or several, to which any
such Indemnified Person may become subject under the Securities Act or any other
statute or at common law, insofar as such liability (or actions in respect
thereof) arises out of or is based upon (i) any untrue statement or alleged
untrue statement of any material fact contained, on the effective date thereof,
in any registration statement under which securities were registered under the
Securities Act at the request of such selling holder, any preliminary prospectus
or final prospectus contained therein, or any amendment or supplement thereto,
or (ii) any omission or alleged omission by such selling holder to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, in the case of (i) and (ii) to the extent,
but only to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in such registration statement,
preliminary or final prospectus, amendment or supplement thereto in reliance
upon and in conformity with
6
information furnished in writing to the Company by such selling holder
specifically for use therein. Such selling holder shall reimburse any
Indemnified Person for any legal fees incurred in investigating or defending any
such liability; PROVIDED, HOWEVER, that in no event shall the liability of any
holder for indemnification under this Section 6 in its capacity as a seller of
Registrable Securities exceed the lesser of (i) that proportion of the total of
such losses, claims, damages, expenses or liabilities indemnified against equal
to the proportion of the total securities sold under such registration statement
which are being sold by such holder, or (ii) an amount equal to the proceeds to
such holder of the securities sold in any such registration; and PROVIDED
FURTHER, however, that no selling holder shall be required to indemnify any
Person against any liability arising from any untrue or misleading statement or
omission contained in any preliminary prospectus if such deficiency is corrected
in the final prospectus or for any liability which arises out of the failure of
any Person to deliver a prospectus as required by the Securities Act.
(c) In the event the Company, any selling holder or other Person
receives a complaint, claim or other notice of any liability or action, giving
rise to a claim for indemnification under Sections 6(a) or (b) above, the Person
claiming indemnification under such paragraphs shall promptly notify the Person
against whom indemnification is sought of such complaint, notice, claim or
action, and such indemnifying Person shall have the right to investigate and
defend any such loss, claim, damage, liability or action.
(d) If the indemnification provided for in this Section 6 for
any reason is held by a court of competent jurisdiction to be unavailable to an
Indemnified Person in respect of any liability referred to therein, then each
indemnifying party under this Section 6, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such liability (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company, the
selling holders and the underwriters from the offering of Registrable Securities
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company, the selling holders and the underwriters in connection with the
statements or omissions which resulted in such liability, as well as any other
relevant equitable considerations. The relative benefits received by the
Company, the selling holders and the underwriters shall be deemed to be in the
same respective proportions that the net proceeds from the offering (before
deducting expenses) received by the Company and the selling holders and the
underwriting discount received by the underwriters, in each case as set forth in
the table on the cover page of the applicable prospectus, bear to the aggregate
public offering price of the securities. The relative fault of the Company, the
selling holders and the underwriters shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company, the selling holders, or the underwriters
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company, each selling holder and the underwriters agree that it would
not be just and equitable if contribution to this Section 6 were determined by
pro rata or per capita allocation or by any other method of allocation which
does not take account the equitable considerations referred to in the
immediately preceding paragraph. In no event, however, shall a
7
selling holder be required to contribute under this Section 6(d) in excess of
the lesser of (i) that proportion of the total of such liability indemnified
against equal to the proportion of the total Registrable Securities sold under
such registration statement which are being sold by such holder or (ii) the net
proceeds received by such holder from its sale of Registrable Securities under
such registration statement. No Person found guilty of fraudulent representation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not found guilty of such fraudulent
misrepresentation.
(e) The amount paid by an indemnifying party or payable to an
Indemnified Person as a result of the losses, claims, damages, expenses and
liabilities referred to in this Section 6 shall be deemed to include, subject to
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim, payable as the same are incurred. The indemnification and
contribution provided for in this Section 6 will remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified parties
or any other officer, director, employee, agent or controlling person of the
indemnified parties. No indemnifying party, in the defense of any such claim or
litigation, shall enter into a consent or entry of any judgment or enter into a
settlement without the consent of the Indemnified Person, which consent will not
be unreasonably withheld or delayed.
7. AMENDMENTS.
The provisions of this Agreement may be amended, and the Company may take
any action herein prohibited or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
holders of at least a majority of the Registrable Securities. For the purposes
of this Agreement and all agreements executed pursuant hereto, no course of
dealing between or among any of the parties hereto and no delay on the part of
any party hereto in exercising any rights hereunder or thereunder shall operate
as a waiver of the rights hereof and thereof.
8. SUSPENSION PERIOD.
(a) Notwithstanding anything to the contrary set forth in this
Agreement, the Company's obligation under this Agreement to use reasonable
efforts to cause a registration statement to be made or to become effective or
to amend or supplement a registration statement shall be suspended during any
period in which a transaction or occurrence (a "Suspension Event") would require
additional disclosure of material information by the Company in the registration
statement (such period being hereinafter referred to as a "Suspension Period")
that would make it inadvisable to cause the registration statement to be made or
to become effective or to amend or supplement the registration statement, but in
no event will the Suspension Period exceed ninety (90) days. In the event any
holder of Registrable Securities requests registration during a Suspension
Event, the Company shall notify the Holder of the existence of such Suspension
Event.
(b) Following the effectiveness of a Company registration
statement, the holders of Registrable Securities agree that they will not effect
any sales of the Registrable Securities pursuant to the registration statement
at any time after they have received notice from
8
the Company to suspend sales (i) as a result of and during a Suspension Period
or (ii) for a reasonable time so that the Company may correct or update the
registration statement pursuant to Section 4(f). The holders of Registrable
Securities may recommence effecting sales of the Registrable Securities pursuant
to the registration statement following further notice to such effect from the
Company.
9. MARKET STAND-OFF.
Each holder of Registrable Securities agrees if requested by the Company
and an underwriter in connection with any public offering of the Company, not to
directly or indirectly offer, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant for the sale of or otherwise dispose of or transfer any shares
held by it for such period, not to exceed ninety (90) days following the
effective date of the relevant registration statement, as may be specified by
the Company or such underwriter.
10. TRANSFERABILITY OF REGISTRATION RIGHTS.
The registration rights set forth in this Agreement are transferable to
each transferee of Registrable Securities; provided, that each subsequent holder
of Registrable Securities must consent in writing to be bound by the terms and
conditions of this Agreement in order to acquire the rights granted pursuant to
this Agreement.
11. GRANT OF ADDITIONAL REGISTRATION RIGHTS.
Other than permitted transferees of Registrable Securities under Section
10, the Company shall not, without the prior written consent of holders of at
least a majority of the Registrable Securities, (a) allow purchasers of the
Company's securities to become a party to this Agreement or (b) grant any other
registration rights other than any incidental or so called piggyback
registration rights to any third parties that are not inconsistent with the
terms of this Agreement.
12. MISCELLANEOUS.
(a) NOTICES. All notices, requests, demands and other
communications provided for hereunder shall be in writing and mailed (by first
class registered or certified mail, postage prepaid), telegraphed, sent by
express overnight courier service or electronic facsimile transmission (with a
copy by mail), or delivered to the applicable party at the addresses indicated
in the Purchase Agreement or, in the case of a transferee holder, at the address
of such holder as set forth in the books of the Company or at such other address
as shall be designated by such Person in a written notice to other parties
complying as to delivery with the terms of this subsection (a). All such
notices, requests, demands and other communications shall, when mailed,
telegraphed or sent, respectively, be effective (i) two days after being
deposited in the mails, (ii) one day after being delivered to the telegraph
company or deposited with the express overnight courier service or (iii) upon
receipt, if sent by electronic facsimile transmission.
(b) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving
effect to conflict of laws principles thereof.
9
(c) COUNTERPARTS. 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.
(d) SEVERABILITY. 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.
(e) INTEGRATION. This Agreement, including the exhibits,
documents and instruments referred to herein or therein, constitutes the entire
agreement among the parties with respect to the subject matter.
10
IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed as of the date first set forth above.
COMPANY:
SEGUE SOFTWARE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Executive Officer
INVESTOR:
S-7 ASSOCIATES, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Managing Member
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
11