EXHIBIT 4.8
THE ARISTOTLE CORPORATION
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), made and entered into
as of the 11th day of April, 1994, by and among The Aristotle Corporation, a
Delaware corporation (the "Company"), and the holders of Company Stock Purchase
Warrants (the "Warrants") named as Shareholders in Exhibit A attached hereto
---------
(each a "Shareholder" and collectively the "Shareholders").
RECITALS
--------
WHEREAS, the Company, Aristotle Sub, Inc. ("NewCo"), a subsidiary of the
Company, the Shareholders and others entered into a Capital Contribution
Agreement dated as of November, 1993 (the "Capital Contribution Agreement"),
pursuant to which certain parties thereto agreed to contribute certain assets to
the capital of NewCo (the "Contribution"); and
WHEREAS, in connection with the Contribution, the Company has this day
issued the Warrants, pursuant to which the Shareholders may subscribe for and
purchase from the Company, for the Exercise Consideration, as defined in the
Warrants, Company Common Stock, par value $.01 per share (the "Common Stock");
and
WHEREAS, a condition of the Capital Contribution Agreement is that the
Company and the Shareholders enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein and in the Plan, the parties hereto mutually
agree as follows:
1. Registration Rights.
-------------------
1.1 Definitions.
-----------
(a) The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933 (the "1933 Act")
and the declaration or ordering of effectiveness of such registration statement
or document;
(b) The term "Registrable Securities" means the shares of the Common Stock
issued or issuable upon exercise of the Warrants. As to any particular
Registrable Securities, such securities will
cease to be Registrable Securities when: (1) they have been effectively
registered under the 1933 Act and disposed of in accordance with the
registration statement covering them; (2) they are transferred pursuant to Rule
144 (or any similar provision that is in force) under the 1933 Act; or (3) they
have been otherwise transferred and new certificates for them not bearing a
restrictive legend have been delivered by the Company;
(c) The number of shares of "Registrable Securities then outstanding"
shall be determined by adding the number of shares of Common Stock outstanding
as a result of the exercise of the Warrants and the number of shares of Common
Stock which are exercisable pursuant to the Warrants;
(d) The term "Holder" means any person owning or having the right to
acquire Registrable Securities; and
(e) The terms "Form S-3", "Form S-4" and "Form S-8" mean such respective
forms under the 1933 Act as in effect on the date hereof or any successor
registration forms to Form X-0, Xxxx X-0 and Form S-8, respectively, under the
1933 Act subsequently adopted by the Securities and Exchange Commission ("SEC"),
regardless of its designation.
1.2 Request for Registration.
------------------------
(a) Demand Rights. If the Company shall receive at any time after April
-------------
11, 1996, a written request from any Holder or Holders who own more than 50,000
shares of Newco Series A, B or C Preferred Stock or Common Stock in the
aggregate that the Company effect a registration on Form S-3 and any related
qualification or compliance with respect to all or a part of the Registrable
Securities of such Holder or Holders, the Company will:
(i) promptly give written notice of the proposed registration, and
any related qualification or compliance, to all other Holders; and
(ii) use its best efforts to effect, as soon as practicable, such
registration, qualification or compliance on Form S-3 as may be so requested and
as would permit or facilitate the sale and distribution of all the Registrable
Securities of all Holders, other than those Holders who have specified in a
written request given within 20 days after receipt of the written notice of the
registration from the Company (the "Non-participating Holders") not to be
included in the registration; provided, however, that the Company shall not be
obligated to effect any such registration, qualification or compliance, pursuant
to this Section 1.2: (A) if Form S-3 is not available for such offering by the
Holders; provided, however, that if Form S-3 is unavailable, the Company
2
will use its best efforts to effect the registration under the 1933 Act on any
other form which is available as soon as practicable (subject to the limitation
provided in Section 1.2(c) hereof); or (B) if the Company shall furnish to the
Holders a certificate signed by the president of the Company stating that in the
good faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its stockholders for such registration
on Form S-3 or on any other available form to be effected at such time, in which
event the Company shall have the right to defer the filing of the registration
for a period of not more than 90 days after receipt of the request of the Holder
or Holders under this Section 1.2; provided, however, that the Company shall not
utilize this right more than once in any twelve month period.
(b) Underwritten Offering. If the Holders (other than the Non-
---------------------
participating Holders) initiating or participating in the registration hereunder
(the "Initiating Holders") intend to distribute the Registrable Securities
covered by their request by means of an underwriting, they shall so advise the
Company as a part of their request made pursuant to this Section 1.2 and the
Company shall include such information in the written notice referred to in
Section 1.2(a). In such event, the right of any Holder to include its
Registrable Securities in such registration shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting shall
(together with the Company as provided in Section 1.4(e)) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by a majority in interest of the Initiating
Holders, subject to approval thereof by the Company, which approval shall not be
unreasonably withheld. Notwithstanding any other provision of this Section 1.2,
if the underwriter advises the Initiating Holders in writing that marketing
factors require a limitation of the number of shares to be underwritten, then
the Initiating Holders shall so advise all Holders of Registrable Securities
which would otherwise be underwritten pursuant hereto, and the number of shares
of Registrable Securities that may be included in the underwriting shall be
allocated pro rata among all participating Holders thereof based on the number
of Registrable Securities held by each such Holder.
(c) Number of Demands. If Form S-3 is not available, the Company is
-----------------
obligated to effect three (3) registrations upon request therefor pursuant to
this Section 1.2; provided, however, that the Company shall not be obligated to
effect the filing of a registration statement if it has received a request for
registration and effected such registration within the twelve (12)
3
month period preceding the date on which the Company receives the request, and
further provided that Holders of a minimum of 50,000 shares of NewCo Preferred
Stock or Common Stock and/or Aristotle Common Stock agrees to participate in the
registration.
1.3 Company Registration. If at any time the Company proposes to register
--------------------
(including for this purpose a registration effected by the Company for
stockholders other than the Holders) any of its capital stock or other
securities under the 1933 Act in connection with the public offering of such
securities (other than a registration on Form S-8 relating solely to the sale of
securities to participants in a Company stock plan, or a registration on Form S-
4 or any successor form), the Company shall, at such time, promptly give each
Holder written notice of such registration. Upon the written request of any
Holder given within twenty (20) days after delivery of such notice by the
Company the Company shall, subject to the provisions of Section 1.8, use its
best efforts to cause a registration statement covering all of the Registrable
Securities that each such Holder has requested to be registered to become
effective under the 1933 Act. The Company shall be under no obligation to
complete any offering of its securities it proposes to make and shall incur no
liability to any Holder for its failure to do so.
1.4 Obligations of the Company. Whenever required under this Section 1 to
--------------------------
use its best efforts to effect the registration of any Registrable Securities,
the Company shall, as expeditiously as possible:
(a) Prepare and file with the SEC a registration statement with respect to
such Registrable Securities and use its best efforts to cause such registration
statement to become effective, and, if applicable, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder use
its best efforts consistent with then applicable restrictions of SEC
registration forms to keep such registration statement effective for up to: (i)
the seventh (7th) anniversary of the date hereof if the registration is effected
on Form S-3 or (ii) nine (9) months or until the Holders have informed the
Company in writing that the distribution of their securities has been completed
if the registration is effected on a form other than Form S-3.
(b) Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement, and use its best efforts to cause each such amendment to
become effective, as may be necessary to comply with the provisions of the 1933
Act with respect to the disposition of all securities covered by such
registration statement.
4
(c) Furnish to the Holders such reasonable number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the 1933 Act, and such other documents as they may reasonably
request in order to facilitate the disposition of Registrable Securities owned
by them.
(d) Use its best efforts to register or qualify the securities covered by
such registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdiction.
(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form with the managing underwriter of such offering. Each Holder participating
in such underwriting shall also enter into and perform its obligations under
such an agreement, including furnishing any opinion of counsel or entering into
a lock-up agreement reasonably requested by the managing underwriter.
(f) Notify each Holder of Registrable Securities covered by such
registration statement, at any time when a prospectus relating thereto covered
by such registration statement is required to be delivered under the 1933 Act,
of the happening of any event as a result of which the prospectus included in
such registration statement, as then in effect, includes an untrue statement of
a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing and promptly file such amendments and supplements
which may be required pursuant to subparagraph (b) of this Section 1.4 on
account of such event and use its best efforts to cause each such amendment and
supplement to become effective.
(g) Furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to this Section 1, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 1, if such securities are being
sold through underwriters, or, if such securities are not being sold through
underwriters on the date that the registration statement with respect to such
securities becomes effective, a letter dated such date, from the independent
certified public accountant of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and to
the Holders requesting registration of Registrable Securities.
5
(h) Apply for listing and use its best efforts to list the Registrable
Securities being registered on any national securities exchange on which a class
of the Company's equity securities are listed or, if the Company does not have a
class of equity securities listed on a national securities exchange, apply for
qualification and use its best efforts to qualify the Registrable Securities
being registered for inclusion on the automated quotation system of the National
Association of Securities Dealers, Inc.
1.5 Furnish Information. It shall be a condition precedent to the
-------------------
obligations of the Company to take any action pursuant to this Section 1 that
the selling Holders shall furnish to the Company such information regarding
themselves, the Registrable Securities held by them, and the intended method of
disposition of such securities as shall be required to effect the registration
of their Registrable Securities.
1.6 Expenses of Registrations. All expenses other than underwriting
-------------------------
discounts, fees and commissions relating to Registrable Securities incurred in
connection with the registration, filing or qualification of the Registrable
Securities pursuant to Section 1.2 and 1.3 and other than counsel fees and
expenses of the Holders and underwriter counsel fees and expenses, including,
without limitation, all registration, filing and qualification fees, printing
and accounting fees and fees and disbursements of counsel for the Company shall
be borne by the Company; provided, however, that the Company shall not be
-------- -------
required to pay for any expenses of any registration proceeding begun pursuant
to Section 1.2, if the registration request is subsequently withdrawn at any
time at the request of the Holders of a majority of the Registrable Securities
to be registered (in which case all participating Holders shall bear such
expenses).
1.7 Underwriting Requirements. In connection with any offering involving
-------------------------
an underwriting of securities being issued by the Company, the Company shall not
be required under Section 1.3 to include any of the Holders' securities in such
underwriting unless they accept the terms of the underwriting as agreed upon
between the Company and the underwriters selected by it, and then, subject to
the provisions of this Section 1.7, only in such quantity, if any, as, in the
opinion of the underwriters, marketing factors permit. If the managing
underwriter for the offering shall advise the Company in writing that the total
amount of securities, including Registrable Securities requested to be included
in such offering exceeds the amount of securities proposed to be included in
such offering that can be successfully offered, then the Company shall include
in the offering only that number of such securities, including Registrable
Securities, which the managing underwriter
6
believes marketing factors permit (the securities so included to be apportioned
as follows: first all securities which stockholders other than the Holders seek
to include in the offering shall be excluded from the offering to the extent a
limitation on the number of shares included in the underwriting is required,and
if further limitation on the number of shares to be included in the underwriting
is required, then the number of shares held by Holders that may be included in
the underwriting shall be apportioned pro rata among the selling Holders
according to the total amount of securities requested to be registered therein
owned by each selling Holder or in such other proportions as shall be mutually
agreed to by such selling Holders.
1.8 Indemnification. In the event any Registrable Securities are included
---------------
in a registration statement under this Section 1:
(a) Company Indemnification. To the extent permitted by law, the Company
-----------------------
will indemnify and hold harmless each Holder, the
officers, directors, partners, agents and employees of each Holder, any
underwriter (as defined in the 0000 Xxx) for such Holder, and each person, if
any, who controls such Holder, underwriter within the meaning of the 1933 Act or
the Securities Exchange Act of 1934, as amended (the "1934 Act"), against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the 1933 Act, the 1934 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 (a "Violation"): (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 1933 Act, the 1934 Act, any state securities law
or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any
state securities law. The Company will reimburse each such Holder, officer,
director, partner, agent, employee, underwriter or controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating, defending or settling any such loss, claim, damage, liability, or
action. The indemnity agreement contained in this Section 1.8(a) shall not apply
to amounts paid in settlement of any loss, claim, damage, liability, or action
if such settlement is effected without the consent of the Company which consent
shall not be unreasonably withheld, nor shall the Company be liable to a Holder
in any such case for any such loss, claim, damage, liability, or action (i) to
the extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information
7
furnished (or omitted to be furnished) expressly for use in connection with such
registration by or on behalf of such Holder, underwriter or controlling person
or (ii) in the case of a sale directly by a Holder of Registrable Securities
(including a sale of such Registrable Securities through any underwriter
retained by such Holder to engage in a distribution solely on behalf of such
Holder), if such untrue statement or alleged untrue statement or omission or
alleged omission was contained in a preliminary prospectus and corrected in a
final or amended prospectus, and such Holder failed to deliver a copy of the
final or amended prospectus at or prior to the confirmation of the sale of the
Registrable Securities to the person asserting any such loss, claim, damage or
liability in any case where such delivery is required by the Securities Act.
(b) Holder Indemnification. To the extent permitted by law, each selling
----------------------
Holder will indemnify and hold harmless the Company, each of its directors, each
of its officers who have signed the registration statement, each person, if any,
who controls the Company within the meaning of the 1933 Act, each agent and any
underwriter for the Company, and any other Holder selling securities in such
registration statement or any of its directors, officers, partners, agents or
employees or any person who controls such Holder or underwriter, against any
losses, claims, damages, or liabilities (joint or several) to which the Company
or any such director, officer, controlling person, agent or underwriter or
controlling person, or other such Holder or director, officer or controlling
person may become subject, under the 1933 Act, the 1934 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 Violation, in each case to
the extent that such Violation occurs in reliance upon and in conformity with
information furnished (or omitted to be furnished) by or on behalf of such
Holder for use in connection with such registration; and each such Holder will
reimburse any legal or other expenses reasonably incurred by the Company or any
such director, officer, controlling person, officer, director, partner, agent,
employee, or controlling person in connection with investigating, defending or
settling any such loss, claim, damage, liability, or action; The indemnity
agreement contained in this Section 1.8(b) shall not apply to amounts paid in
settlement of any loss, claim, damage, liability or action if such settlement is
effected without the consent of the Holder, which consent shall not be
unreasonably withheld nor, in the case of a sale directly by the Company of its
securities (including a sale of such securities through any underwriter retained
by the Company to engage in a distribution solely on behalf of the Company),
shall the Holder be liable to the Company in any case which such untrue
statement or alleged untrue statement or omission or alleged omission was
contained in a preliminary prospectus and corrected in a final or amended
8
prospectus, and the Company failed to deliver a copy of the final or amended
prospectus at or prior to the confirmation of the sale of the securities to the
person asserting any such loss, claim, damage or liability in any case where
such delivery is required by the 1933 Act.
(c) Notice, Defense and Counsel. Promptly after receipt by an indemnified
---------------------------
party under this Section 1.8 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section
1.8, deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume and control the defense thereof
with counsel mutually satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if prejudicial
to its ability to defend such action, shall relieve such indemnifying party of
any liability to the indemnified party under this Section 1.8 to the extent of
such prejudice, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 1.8.
(d) Survival of Rights and Obligations. The obligations of the Company and
----------------------------------
the Holders under this Section 1.8 shall survive the exchange, if any, of the
shares of NewCo Preferred Stock or Common Stock pursuant to the Warrants, and
the completion of any offering of Registrable Securities in a registration
statement whether under this Section 1 or otherwise.
1.9 Reports Under Securities Exchange Act of 1934. With a view to making
---------------------------------------------
available to the Holders the benefits of Rule 144 promulgated under the 1933 Act
and any other rule or regulation of the SEC that may at any time permit a Holder
to sell securities of the Company to the public without registration, and with a
view to making it possible for Holders to register the Registrable Securities
pursuant to a registration on Form S-3, the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times after 90
9
days after the effective date of the first registration statement filed by the
Company for the offering of its securities to the general public;
(b) take such action, including the voluntary registration of its Common
Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to
utilize Form S-3 for the sale of their Registrable Securities, such action to be
taken as soon as practicable (but not later than 90 days) after the end of the
fiscal year in which the first registration statement filed by the Company for
the offering of its securities to the general public is declared effective;
(c) file with the SEC in a timely manner all reports and other documents
required of the Company under the 1933 Act and the 1934 Act; and
(d) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144, the 1933 Act and
the 1934 Act (at any time after it has become subject to such reporting
requirements), (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested in availing any Holder of
any rule or regulation of the SEC which permits the selling of any such
securities without registration or pursuant to such form.
1.10 Lockup Agreement. Each Shareholder, if requested by the Company and an
----------------
underwriter of the Company's securities, shall agree not to sell or otherwise
transfer or dispose of any Registrable Securities or other securities of the
Company held by such Shareholder for a specified period of time (not to exceed
120 days) following the effective date of a registration statement pursuant to
which the Company proposes to sell its securities to the public generally,
provided that all holders of at least 5% of the Common Stock (on an as-exchanged
basis) enter into similar agreements.
1.11 Status of the Company. Notwithstanding any other provision hereof, it
---------------------
is understood that the Company did not file with the Securities and Exchange
Commission audited financial statements for its fiscal year ended December 31,
1992 and that the rights of the Holders hereunder shall be delayed to the
extent, if any, that it is necessary in order for registration of securities
under the 1933 Act by the Company to be permitted under applicable laws and
regulations.
10
2. Miscellaneous.
-------------
2.1 Legend. Each certificate representing Registrable Securities shall
------
state therein:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 11,
1994 BY AND AMONG THE CORPORATION AND THE SHAREHOLDERS NAMED THEREIN,
A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION.
2.2 Notices. All notices or other communications hereunder shall be in
-------
writing and shall be deemed to have been given when delivered by certified mail,
return receipt requested, a recognized overnight delivery service or hand
delivery to such party at the address set forth below or such other address as
such party may specify by notice to the other parties hereto:
If to the Holders, to their respective addresses as set forth in Exhibit A
---------
to this Agreement:
If to the Company, to: The Aristotle Corporation
000 Xxxxxx Xxxxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxx
Its Chairman and President
2.3 Entire Agreement. This Agreement sets forth the entire
----------------
agreement and understanding of the parties with respect to the subject matter
hereof, supersedes and rescinds any prior written or oral agreements relating to
the subject matter hereof between the parties hereto and shall not be modified
except by the execution of a written instrument signed by the parties hereto.
2.4 Binding Effect; Assignment. This Agreement shall be binding
--------------------------
upon and inure to the benefit of the personal representatives, successors and
assigns of the respective parties hereto. The Company shall not have the right
to assign its rights or obligations hereunder or any interest herein without
obtaining the prior written consent of the Holders and the Holders may assign or
transfer their rights under this Agreement, with any assignment of the
underlying Warrants.
2.5 Counterparts. This Agreement may be executed in counterparts,
------------
all of which together shall constitute one and the same instrument.
2.6 Governing Law. This Agreement shall be governed by,
-------------
11
construed and enforced in accordance with the laws and decisions of the
State of Connecticut.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
THE ARISTOTLE CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
--------------------
Name: Xxxx X. Xxxxxxxx
Title: President
XXXXXX RESOURCE PARTNERS
By: /s/ Xxxxx Xxxxxx
----------------
Xxxxx Xxxxxx, a general
partner
By: /s/ Xxx-Xxxxx Xxxxxx
----------------------
Xxx-Xxxxx Xxxxxx, a general
partner
/s/ Xxxxxx Xxxxxxx
------------------
Xxxxxx Xxxxxxx
/s/ Xxxxx Xxxxx
---------------
Xxxxx Xxxxx
/s/ Xxxx XxXxxxxx
-----------------
Xxxx XxXxxxxx
/s/ Xxxxxx Xxxxxxxxx
--------------------
Xxxxxx Xxxxxxxxx
/s/ Xxxxxxx Xxxxxxx
-------------------
Xxxxxxx Xxxxxxx
12
/s/ Xxxx X. Xxxxxxxx
--------------------
Xxxx X. Xxxxxxxx
C. XXXXX XXXXXXX, P.C. EMPLOYEES
PENSION TRUST
By: /s/ C. Xxxxx Xxxxxxx
---------------------
C. Xxxxx Xxxxxxx, Trustee
By: /s/ Xxxxx Xxxxxxx
----------------
Xxxxx Xxxxxxx
XXXXXX XXXXXXXXXX XXXXX, INC.
Custodian f/b/o Xxxx XxXxxxxx
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Xxxxx, Inc.
-----------
13
EXHIBIT A
---------
List of Shareholders
1. Xxxxxx Resource Partners
000 Xxxxx Xxxx
Xxxxx, XX
2. Xxxxxx Xxxxxxx
000 Xxxxxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
3. Xxxxxxx Xxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
4. Xxxx XxXxxxxx
00 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
5. Xxxxxx Xxxxxxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
6. C. Xxxxx Xxxxxxx, Trustee
Employees Pension Trust
000 Xx. Xxxxx Xxxxxx
Xxx Xxxxx, XX 00000
7. Xxxxx Xxxxxxx
00 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
8. Xxxxx Xxxxx
000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
9. Xxxx Xxxxxxxx
0000 Xxxxxx Xxxx
Xxxxxx Xxxxx, XX 00000
10. Xxxxxx Xxxxxxxxxx Xxxxx, Inc.
Custodian f/b/o Xxxx XxXxxxxx
0000 Xxxx Xxxx
Xxxxxxxxx, XX 00000
14
