1
EXHIBIT 99.4 DRAFT 12/26/96
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), entered
into as of December 20, 1996 by and between ((1)), (the "Buyer"), and Pinnacle
Micro, Inc., a Delaware corporation with offices at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. (the "Company").
W I T N E S S E T H:
WHEREAS, pursuant to a Convertible Securities Subscription
Agreement, dated as of the date hereof (the "Subscription Agreement"), by and
between the Company and the Buyer, the Company has agreed to sell and the Buyer
has agreed to purchase U.S. $ ((3)) of the Company's 6% Convertible Notes due
December 20, 2001 (the "Note"), convertible into shares of the Company's common
stock, $0.001 par value (the "Shares");
WHEREAS, pursuant to the terms of, and in partial
consideration for, the Buyer's agreement to enter into the Subscription
Agreement, the Company has agreed to provide the Buyer with certain registration
rights with respect to the Shares as set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in the
Subscription Agreement and this Agreement, the Company and the Buyer agree as
follows:
1. Certain Definitions. As used in this Agreement, the
following terms shall have the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.
"Registrable Securities" shall mean the Shares issued to Buyer
or its designee upon conversion of the Notes or upon any stock split, stock
dividend, recapitalization or similar event with respect to such Shares;
provided, however, that Registrable Securities shall cease to be Registrable
Securities when they may be sold pursuant to Rule 144 under the Securities Act.
Registrable Securities shall not include the Notes.
The terms "register", "registered" and "registration" shall
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement.
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EXHIBIT 99.4 (CONTINUED)
"Registration Expenses" shall mean all expenses to be incurred
by the Company in connection with Buyer's exercise of its registration rights
under this Agreement, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel for the Company, blue
sky fees and expenses, reasonable fees and disbursements of one counsel to
Holders participating in the registration for a review of the Registration
Statement and related documents, and the expense of any special audits incident
to or required by any such registration (but excluding the compensation of
regular employees of the Company, which shall be paid in any event by the
Company).
"Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and all
fees and disbursements of counsel for Holder not included with "Registration
Expenses".
"Holder" shall include the Buyer and any permitted transferee
of Notes, Shares or Registrable Securities which have not been sold to the
public to whom the registration rights conferred by this Agreement have been
transferred in compliance with Section 11 herein.
"Registration Statement" shall have the meaning set forth in
Section 3(a) herein.
"Regulation S" shall mean Regulation S as promulgated pursuant
to the Securities Act, and as subsequently amended.
"Rule 144" shall mean Rule 144 under the Securities Act, as
such rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.
"Securities Act" shall mean the United States Securities Act
of 1933, as amended.
2. Conditions to Registration Requirement. The Company's
obligation hereunder to register Registrable Securities shall arise in the event
that Company receives a written opinion of counsel for the Holder (which counsel
shall be of a law firm experienced in United States securities matters)
indicating that there has been an amendment or change to the Securities Act or
Regulation S after the date hereof, or the promulgation by the Commission of an
interpretative release or other statement after the date hereof, which prohibits
or restricts Holder from reselling Registrable Securities without registration
under the Securities Act (a "Registration Trigger Event"). Notwithstanding the
foregoing, it will not be deemed a "Registration Trigger Event" to
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EXHIBIT 99.4 (CONTINUED)
the extent that Holder desires to engage in a distribution of the Registrable
Securities which otherwise requires registration under the Securities Act or in
activity which otherwise deems Holder to be a statutory underwriter under
Section 5 of the Securities Act. In the event that a Registration Trigger Event
has occurred, then Holder shall be entitled to require the Company to register
all of Holder's Registrable Securities in accordance with this Agreement.
3. Request for Registration.
(a) Upon the occurrence of a Registration
Trigger Event, if the Company shall receive from a Holder (or, in the event
there is more than one Holder as a result of the issuance by the Company of the
Note, the Company shall receive written notice from such Holders acting with
respect to their rights under this Agreement according to a vote of a
majority-in-interest of the Holders) a written request that the Company effect
any registration with respect to any Registrable Securities, the Company shall
use its commercially reasonable efforts to effect such registration (including,
without limitation, the execution of an undertaking to file post-effective
amendments, appropriate qualification under applicable state securities laws and
appropriate compliance with applicable regulations issued under the Securities
Act) as may be so requested and as would permit or facilitate the sale and
distribution of all or such portion of such Registrable Securities as are
specified in such request in the states specified in such request.
Notwithstanding the foregoing, the Company shall not be obligated hereunder to
effect such registration unless (i) the proposed public offering price of the
securities to be included in such registration shall be at least $500,000
(before deducting underwriting discounts and commissions) and (ii) such notice
requesting that the Company effect a registration pursuant to this Agreement
shall have been received by the Company after the Company has filed its Annual
Report on Form 10-K for the fiscal year ending December 28, 1996 containing
three-year audited financial statements. If the registration request pertains to
any Registrable Securities not yet outstanding because conversion rights have
not been exercised, Company may condition the registration of such securities on
an irrevocable undertaking to pay all expenses incident to such registration if
such conversion rights are not exercised prior to the effective date of the
registration statement.
Subject to the previous paragraph, the Company shall file (i)
a registration statement with the Commission pursuant to Rule 415 under the
Securities Act on Form S-3 under the Securities Act (or in the event that the
Company in ineligible to use such form, such other form as the Company is
eligible to use under the Securities Act) covering the Registrable Securities so
requested to be registered ("Registration Statement"); (ii) such state
securities filings as shall have been requested by the Holder; and (iii) any
required filings with The Nasdaq Stock Market, Inc. or exchange where the
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EXHIBIT 99.4 (CONTINUED)
Shares are traded, as soon as practicable, after receipt of the request of the
Holder. Thereafter the Company shall use its best efforts to have such
Registration Statement and other filings declared effective.
(b) (i) Subject to the conditions contained in
Section 3(a) above, if the Company fails to file a Registration Statement
complying with the requirements of this Agreement within 45 days from the date
of receipt by the Company of the Holder's written request (provided, however,
that under the circumstances described in 3(e)(i)(ii) or (iii) below the Company
may have an additional 45 days thereafter to file such Registration Statement by
providing written notice to the Holders requesting such registration indicating
that the Company is diligently pursuing the filing of such Registration
Statement) or if such Registration Statement has not become effective within 90
days from the date of filing thereof, the Holder shall have, in addition to and
without limiting any other rights it may have at law, in equity or under the
Notes, the Subscription Agreement, or this Agreement (including the right to
specific performance), the right to receive, as liquidated damages, the payments
as provided in subparagraph (ii) of this section.
(ii) If after ninety (90) days from the date of
filing of the Registration Statement, the Registration Statement has not been
declared effective by the Commission because the Company (A) has been negligent
in timely responding to any comments from the Commission on the Registration
Statement; (B) has failed to use its commercially reasonable efforts to cause
the Registration Statement to be declared effective by the Commission; (C) has
otherwise acted in bad faith in honoring its commitment to cause the
Registration Statement to be declared effective; (D) has been forced to restate
its current or previous financial statements (for years ending after December
30, 1995); (E) has commenced a corporate action such as an acquisition, merger
divestiture, asset sale, reorganization or similar transaction; or (F) has filed
a Registration Statement with the Commission to issue public securities in
accordance with the Securities Act which does not include a registration of the
Registrable Securities, then the Company shall pay to the Buyer an amount equal
to 3% of the Initial Principal Amount (as defined in the Note) in cash, for each
30-day period after the ninety (90) day period that such Registration Statement
is not effective (which payment shall be pro rata for any period of less than 30
days). In addition to the foregoing, if after 180 days from the date hereof the
Registration Statement has not been declared effective by the Commission due to
any of the causes described in clauses (A) through (F) of this paragraph
3(b)(ii), then at the option of such Holder, the Company shall be required to
redeem the Note held by such Holder at a redemption price equal to 140% of the
amounts outstanding under the Note plus accrued interest thereon, together with
all other payments due under this paragraph and under the Note and the
Agreement.
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EXHIBIT 99.4 (CONTINUED)
(iii) The Company acknowledges that its failure
to register the Registrable Securities in accordance with this Agreement will
cause the Holder to suffer damages in an amount that will be difficult to
ascertain. Accordingly, the parties agree that it is appropriate to include in
this Agreement a provision for liquidated damages. The parties acknowledge and
agree that the liquidated damages provisions set forth above represent the
parties' good faith effort to quantify such damages and, as such, agree that the
form and amount of such liquidated damages are reasonable and will not
constitute a penalty.
(iv) In computing the time periods provided in
this paragraph 3(b), any delays arising from the failure or refusal of any
Holder to provide information which the Company's counsel or the Commission
states in writing is required for inclusion on the Registration Statement within
ten (10) days of a written request by the Company to provide such information,
shall increase the number of days for the Company to act by a corresponding
number.
(c) If there is more than one Holder, such Holders
shall act with respect to their rights under this Agreement according to the
vote of a majority-in-interest of the Holders.
(d) The Company shall make available for inspection
by a representative or representatives of the Holder, and any attorney or
accountant retained by such Holder, all financial and other records customary
for such purposes, pertinent corporate documents and properties of the Company,
and cause the Company's officers, directors and employees to supply all
information reasonably requested by any such representative, attorney or
accountant in connection with such Registration Statement. The Holder will agree
to keep all non-public information supplied to it confidential until such
information is included in a Registration Statement which has been made publicly
available.
(e) The Company shall not be obligated to keep such
Registration Statement continuously effective for a period of more than two
years from the date it is declared effective by the Commission; provided,
however, that if so requested by the holders of a majority-in-interest of the
Registrable Securities the Company shall agree to extend the period for which
the Registration Statement remains effective to the same extent that "suspension
periods" are imposed pursuant to the next paragraph, but only so long as the
then unsold Registrable Securities covered by such Registration are too numerous
to be sold under the volume limitations of Rule 144 in any applicable
three-month period by any holder.
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EXHIBIT 99.4 (CONTINUED)
Following the effectiveness of the Registration
Statement pursuant to this Agreement, the Company may, at any time, suspend the
effectiveness of such Registration Statement and sales thereunder for up to
forty-five (45) days, as appropriate (a "Suspension Period"), by giving notice
to each holder (or underwriter, if any) selling thereunder, if the Company shall
have determined that the Company may be required to disclose any material
corporate development which disclosure (i) may have a material adverse effect on
the Company, (ii) may have a material adverse affect on the transaction or
matter to be disclosed, or (iii) would be detrimental to the Company or its
stockholders. Notwithstanding the foregoing, no more than two Suspension Periods
(i.e., ninety (90) days) may occur in immediate succession, and the Company
shall use its best efforts to limit the duration and number of any suspension
periods. Holder agrees (and shall require that any underwriter agree) that, upon
receipt of any notice from the Company of any Suspension Period, Holder shall
forthwith discontinue disposition of shares covered by the Registration
Statement and related prospectus or other offering materials (the "Prospectus")
until such Holder (i) is advised in writing by the Company that the use of the
applicable Prospectus may be resumed, (ii) has received copies of a supplemental
or omitted Prospectus, if applicable, and (iii) has received copies of any
additional or supplemental filings which are incorporated or deemed to be
incorporated by reference in such Prospectus.
4. Expenses of Registration. All Registration Expenses
incurred in connection with any registration, qualification or compliance with
registration pursuant to this Agreement shall be borne by the Company, and all
Selling Expenses shall be borne by the Holder.
5. Registration on Form S-3. Although the Company shall
use its commercially reasonable efforts to qualify for registration on Form S-3
or any comparable or successor form or forms, or in the event that the Company
is ineligible to use such form, such form as the Company is eligible to use
under the Securities Act, nothing in the Subscription Agreement or this
Agreement is intended to require the Company to pay dividends in order to use
Form S-3.
6. Registration Procedures. In the case of each
registration effected by the Company pursuant to this Agreement, the Company
will keep the Holder advised in writing as to the initiation of each
registration and as to the completion thereof. At its expense, the Company will
use its best efforts to:
(a) Keep such Registration Statement effective
for the period ending twenty-four (24) months after the registration has been
declared effective by the Commission or until the Holder has completed the
distribution described in the Registration Statement relating thereto, whichever
first occurs.
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EXHIBIT 99.4 (CONTINUED)
(b) Furnish such number of Prospectuses and
other documents incident thereto as the Holder from time to time may reasonably
request.
7. Indemnification.
(a) Company Indemnity. The Company will
indemnify the Holder, each of its officers, directors and partners, and each
person controlling Holder, within the meaning of Section 15 of the Securities
Act and the rules and regulations thereunder with respect to which registration,
qualification or compliance has been effected pursuant to this Agreement,
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any Prospectus, (including any
related Registration Statement, notification or the like) incident to any such
registration, qualification or compliance, or based on 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 any violation by the
Company of the Securities Act or any state securities law or in either case, any
rule or regulation thereunder applicable to the Company and relating to action
or inaction required of the Company in connection with any such registration,
qualification or compliance, and will reimburse the Holder, each of its
officers, directors and partners, and each person controlling such Holder, for
any legal and any other expenses reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or action,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on
any untrue statement or omission based upon written information furnished to the
Company by Holder and stated to be specifically for use therein. The indemnity
agreement contained in this Section 7(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent will
not be unreasonably withheld).
(b) Holder Indemnity. The Holder will, if
Registrable Securities held by it are included in the securities as to which
such registration, qualification or compliance is being effected, indemnify the
Company, each of its directors, officers, partners, and each underwriter, if
any, of the Company's securities covered by such a registration statement, each
person who controls the Company or such underwriter within the meaning of
Section 15 of the Securities Act and the rules and regulations thereunder, each
other Holder (if any), and each of their officers, directors and partners, and
each person controlling such other Holder against all claims, losses, damages
and liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or
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EXHIBIT 99.4 (CONTINUED)
necessary to make the statement therein not misleading, and will reimburse the
Company and such other holders and their directors, officers and partners,
underwriters or control persons for any legal or any other expenses reasonably
incurred in connection with investigating and defending any such claim, loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by Holder and stated to be specifically for use
therein, and provided that the maximum amount for which the Holder shall be
liable under this indemnity shall not exceed the net proceeds received by the
Holder from the sale of the Registrable Securities. The indemnity agreement
contained in this Section 7(b) shall not apply to amounts paid in settlement of
any such claims, losses, damages or liabilities if such settlement is effected
without the consent of Holder (which consent shall not be unreasonably
withheld).
(c) Procedure. Each party entitled to
indemnification under this Section 7 (the "Indemnified Party") shall give notice
to the party required to provide indemnification (the "Indemnifying Party")
promptly after the Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim in any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably withheld), and the
Indemnified Party may participate in such defense at such party's expense, and
provided further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 7 except to the extent that the Indemnifying Party is
materially and adversely affected by such failure to provide notice. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation. Each
Indemnified Party shall furnish such information regarding itself or the claim
in question as an Indemnifying Party may reasonably request in writing and as
shall be reasonably required in connection with the defense of such claim and
litigation resulting therefrom.
8. Contribution. If the indemnification provided for in
Section 7 herein is unavailable to the Indemnified Parties in respect of any
losses, claims, damages or liabilities referred to herein (other than by reason
of the exceptions provided therein), then each such Indemnifying Party, in lieu
of indemnifying the Indemnified Party, shall contribute to the amount paid or
payable by the Indemnified Party as a result of such losses, claims, damages or
liabilities (i) as between the Company and the Holder on the
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EXHIBIT 99.4 (CONTINUED)
one hand and the underwriters on the other, in such proportion as is appropriate
to reflect the relative benefits received by the Company and the Holder on the
one hand or underwriters, as the case may be, on the other from the offering of
the Registrable Securities, or if such allocation is not permitted by applicable
law, in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and of the
Holder or underwriters, as the case may be, on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations and (ii) as
between the Company on the one hand and the Holder on the other, in such
proportion as is appropriate to reflect the relative fault of the Company and of
the Holder in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations.
The relative benefits received by the Company on the one hand
and the Holder or the underwriters, as the case may be, on the other shall be
deemed to be in the same proportion as the proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company from the initial sale of the Notes which can be converted into
Registrable Securities by the Company to the Holder pursuant to the Subscription
Agreement which corresponds to this Agreement bear to the gain realized by such
Holder or the total underwriting discounts and commissions received by the
underwriters as set forth in the table on the cover page of the prospectus, as
the case may be. The relative fault of the Company on the one hand and of the
Holder or underwriters, as the case may be, on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact
relates to information supplied by the Company, by the Holder or by the
underwriters.
In no event shall the obligation of any Indemnifying Party to
contribute under this Section 8 exceed the amount that the Indemnifying Party
would have been obligated to pay by way of indemnification if the
indemnification provided for under Section 7(a) or 7(b) hereof had been
available under the circumstances.
The Company and the Holder agree that it would not be just and
equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation (even if the Holder or the underwriters were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately preceding
paragraphs. The amount paid or payable by an Indemnified Party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraphs shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by the Indemnified
Party in connection with investigating or defending any such action or claim.
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EXHIBIT 99.4 (CONTINUED)
Notwithstanding the provisions of this Section, no Holder or underwriter shall
be required to contribute any amount in excess of the amount by which (i) in the
case of the Holder, the net proceeds received by the Holder from the sale of
Registrable Securities or (ii) in the case of an underwriter, the total price at
which the Registrable Securities purchased by it and distributed to the public
were offered to the public exceeds, in any such case, the amount of any damages
that the Holder or underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
9. Survival. The indemnity and contribution agreements
contained in Sections 7 and 8 shall remain operative and in full force and
effect regardless of (i) any termination of the Subscription Agreement or any
underwriting agreement, (ii) any investigation made by or on behalf of any
Indemnified Party or by or on behalf of the Company and (iii) the consummation
of the sale or successive resales of the Registrable Securities.
10. Information by Holder. The Holder shall furnish to
the Company such information regarding such Holder and the distribution proposed
by such Holder as the Company may reasonably request in writing and as shall be
reasonably required in connection with any registration, qualification or
compliance referred to in this Agreement.
11. Transfer or Assignment of Registration Rights. The
rights, granted to Buyer by the Company under this Agreement, to cause the
Company to register Registrable Securities, may be transferred or assigned to a
transferee or assignee of not less than $50,000 in principal amount of the Note,
provided that the Company is given written notice by Holder at the time of or
within a reasonable time after said transfer or assignment, stating the name and
address of said transferee or assignee and identifying the securities with
respect to which such registration rights are being transferred or assigned, and
provided further that the transferee or assignee of such rights is not deemed by
the board of directors of the Company, in its reasonable judgment, to be a
competitor of the Company; and provided further that the transferee or assignee
of such rights agrees to be bound by this Agreement.
Buyer is one of a group of holders of Registrable Securities
issued or issuable pursuant to a total aggregate amount of up to $5 million of
notes purchased by Buyer and others in a transaction designed to qualify as an
offering pursuant to Regulation S. Any action to be taken under this Agreement
or any term of this Agreement may be amended or waived only with written action
by the Company and the
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EXHIBIT 99.4 (CONTINUED)
holders of at least a majority-in-interest of the total of the Registrable
Securities. Any action, amendment or waiver effected in accordance with this
paragraph shall be binding upon each of the other holders of Registrable
Securities at the time then outstanding.
12. Miscellaneous.
(a) Entire Agreement. This Agreement contains
the entire understanding and agreement of the parties, and may not be modified
or terminated except by a written agreement signed by both parties.
(b) Notices. Any notice or other communication
given or permitted under this Agreement shall be in writing and shall be deemed
to have been duly given if personally delivered or sent by registered or
certified mail, return receipt requested, postage prepaid or by air courier, (a)
if to Buyer, at its address set forth below its signature line, (b) if to the
Company, at its address hereinabove set forth, and (c) if to a holder other than
Buyer, at the address thereof furnished by like notice to the Company, or (d) to
any such addresses at such other address or addresses as shall be so furnished
to the other parties by like notice.
(c) Gender of Terms. All terms used herein shall
be deemed to include the feminine and the neuter, and the singular and the
plural, as the context requires.
(d) Governing Law; Consent of Jurisdiction. This
Agreement and the validity and performance of the terms hereof shall be governed
by and construed in accordance with the laws of the State of California, except
to the extent that the law of Delaware regulates the Company's issuance of
securities. The parties hereto hereby consent to, and waive any objection to the
exercise of, personal jurisdiction in the State of California with respect to
any action or proceeding arising out of this Agreement.
(e) Titles. The titles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.
(f) Prospectus Delivery Requirements. Holder
agrees, on Holder's behalf, and shall require any transferee or assignee
pursuant to Section 11 above to agree, to comply with all prospectus delivery
requirements applicable to resales of the securities pursuant to the
Registration Statement.
(g) Termination. The rights of Holder to require
the Company to request a registration pursuant to this Agreement shall terminate
on the date which is five (5) years from the date of this Agreement.
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EXHIBIT 99.4 (CONTINUED)
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
BUYER SELLER
((1)) PINNACLE MICRO, INC.
a Delaware Corporation
By:___________________________ By:____________________________
Name:_________________________ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:________________________ Title: President
or
Name: ▇▇▇▇▇ ▇▇▇
Title: Executive Vice President and
Chief Financial Officer
Buyer's Address:
((4))