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Exhibit 4.8
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement, dated as of this 12 day of December,
1997 (this "Agreement"), is by and among (i) Compuware Corporation, a Michigan
corporation ("Parent"), (ii) the former shareholders of Nu-Mega Technologies,
Inc. listed on Schedule A hereto (collectively, the "Shareholders"), and (iii)
Xxxxxx Xxxxxxx, as agent for the Shareholders (the "Shareholders'
Representative").
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of December
2, 1997, by and among Parent, NuSub Acquisition, Inc., a New Hampshire
corporation and a subsidiary of Parent ("Merger Sub"), Nu-Mega Technologies,
Inc., a New Hampshire corporation (the "Company"), and certain other parties
thereto (the "Merger Agreement"), the parties thereto have agreed, subject to
the terms and conditions set forth therein, to merge Merger Sub with and into
the Company (the "Merger") and thereby to convert all shares of NuMega Stock
(as such term is defined in the Merger Agreement) then outstanding into shares
of Compuware Stock (as such term is defined in the Merger Agreement);
WHEREAS, the Shareholders desire to have liquidity with respect to the
shares of Compuware Stock they receive in the Merger;
WHEREAS, Parent desires to grant each of the Shareholders registration
rights as provided herein; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties agree as follows:
1. DEFINITIONS OF CERTAIN TERMS. As used herein, the following terms shall
have the following meanings:
Exchange Act: the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC issued thereunder, as they may, from time
to time, be in effect.
Holder: any Shareholder holding Registerable Shares and any other person
or entity holding Registerable Shares to whom the registration rights
granted in this Agreement have been transferred pursuant to Section 9
hereof.
Registerable Shares: the shares of Compuware Stock issued to the
Shareholders pursuant to the Merger, and any other securities issued by
Parent as a dividend or other distribution with respect to, or in exchange
for or in replacement of, such shares; provided, however, Registerable
Shares shall not include shares of Compuware Stock that (a) have been
registered under the Securities Act and disposed of pursuant to the
registration statement used to effect such registration or (b) have been
sold in the public securities markets in the United States of America.
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SEC: the United States Securities and Exchange Commission, or any
governmental agency succeeding to its functions.
Securities Act: the Securities Act of 1933, as amended, and the rules and
regulations of the SEC issued thereunder, as they may, from time to time,
be in effect.
Capitalized terms used, but not otherwise defined, in this Agreement shall
have the meanings given to them in the Merger Agreement.
Where this Agreement requires Parent to use "best efforts" to satisfy an
obligation or requirement under this Agreement, the parties agree that this
shall not require Parent to make any payment that would not ordinarily be made
in the course of filing, and seeking and maintaining the effectiveness of, a
registration statement similar to the Shelf Registration (as hereinafter
defined).
2. SHELF REGISTRATION. Parent agrees that, within twenty-five (25) days
of the Closing of the Merger, it shall cause to be filed a registration
statement (a "Shelf Registration") on Form S-3 under the Securities Act for an
offering to be made on a delayed or continuous basis pursuant to Rule 415
thereunder or any similar rule that may be adopted by the SEC and permitting
sales in ordinary course brokerage or dealer transactions not involving
any underwritten public offering covering all of the Registerable Shares. Parent
shall use best efforts thereafter (a) to cause the Shelf Registration to be
declared effective by the SEC and (b) subject to Section 3 hereof, to keep the
Shelf Registration continuously effective until the earlier to occur of (i) the
first anniversary of the Closing of the Merger and (ii) the first date on which
no Registrable Shares originally covered by the Shelf Registration shall
constitute Registrable Shares (such period during which the Shelf Registration
is effective is referred to herein as the "Registration Period").
3. REGISTRATION PROCEDURES. After Parent commences the registration of
the Registrable Shares pursuant to the Shelf Registration, Parent shall:
(a) furnish to a Holder such number of copies of the prospectus
included in the Shelf Registration (including any preliminary
prospectus), any amendment or supplement thereto, and such other documents as a
Holder may reasonably request in order to facilitate the disposition of the
Registrable Shares owned by the Holders;
(b) use best efforts to register or qualify such Registrable
Shares under such other securities or "blue sky" laws of such
jurisdictions within the United States as a Holder reasonably requests in
writing; provided, however, that Parent shall not be required (i) to qualify to
do business in any jurisdiction where it is not then so qualified or (ii) to
consent to general service of process in any jurisdiction where it is not then
so subject to service of process; and
(c) use best efforts to cause all Registrable Shares covered by
the Shelf Registration to be listed on each securities exchange or
market, if any, on which similar securities issued by Parent are then listed,
provided that the applicable listing requirements are satisfied.
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4. STOP ORDER; SUPPLEMENT TO THE PROSPECTUS; PARENT'S XXXXXXX XXXXXXX
POLICIES.
(a) Parent will notify the Holders promptly of (i) the issuance
of any stop order suspending the effectiveness of the Shelf Registration or
the institution or threatening of any proceeding for such purpose or (ii)
the receipt by Parent of any notification with respect to the suspension
of the qualification of the Registrable Shares for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose. Immediately
upon receipt of any such notice, the Holders shall cease to offer and sell any
Registrable Shares pursuant to the Shelf Registration in the jurisdiction to
which such stop order or suspension relates. Parent shall use best efforts to
prevent the issuance of any such stop order or the suspension of any such
qualification and, if any such stop order is issued or any such qualification
is suspended, to obtain as soon as possible the withdrawal or revocation
thereof, and will notify the Holders at the earliest practicable date of the
date on which the Holders may offer and sell Registrable Shares pursuant to the
Shelf Registration.
(b) Parent will notify the Holders promptly of the occurrence of
any event or the existence of any state of facts that, in the judgment
of Parent, should be set forth in the prospectus used in connection with the
Shelf Registration (the "Prospectus"). Immediately upon receipt of such notice,
the Holders shall cease to offer or sell any Registrable Shares pursuant to
such Prospectus, cease to deliver or use such Prospectus and, if so requested
by Parent, return to Parent, at its expense, all copies (other than permanent
file copies) of such Prospectus. Parent will, as soon as the information
becomes available in a form such that it may be included in an amendment or
supplement to the Prospectus, use best efforts to amend or supplement such
Prospectus in order to set forth or reflect such event or state of facts; it
being understood that in the event that Parent determines in good faith that
the disclosure of such information would be seriously detrimental to Parent or
its shareholders, Parent shall file such an amendment or supplement to the
Prospectus as soon as reasonably practicable, and in any event within sixty
(60) days. Parent will furnish copies of such amendment or supplement to the
Prospectus to the Holders.
(c) Each Holder agrees, if and for so long as the Holder is an
employee of Parent or any of Parent's Subsidiaries, to comply with any Parent
policy concerning the purchase and sale of securities of Parent.
(d) Notwithstanding Section 4(a) or 4(b) hereof, in no event
shall the Holders be prevented from making sales of Registrable Shares
pursuant to the Shelf Registration by reason of the application of Section 4(a)
or 4(b) hereof for more than ninety (90) days during the Registration Period.
5. INFORMATION CONCERNING THE SELLERS.
(a) The obligations of Parent to take actions contemplated by
Sections 2, 3 and 4 hereof with respect to an offering of Registrable Shares
shall be subject to the condition that each Holder shall (i) conform to all
applicable requirements of the Securities Act and the
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Exchange Act with respect to the offering and sale of securities and (ii)
advise each underwriter, broker or dealer through which any of such Registrable
Shares are offered that such Registrable Shares are part of a distribution that
is subject to the prospectus delivery requirements of the Securities Act, and
such Holder shall furnish to Parent in writing such information and furnish
such documents as may be reasonably required by Parent in the preparation of
(A) the Prospectus (or any amendment or supplement thereto) with respect to
such offering and (B) any qualification of such Registrable Shares under state
securities or "blue sky" laws pursuant to Section 3(b) hereof, and shall
promptly notify Parent of the occurrence, from the date on which such
information or documents are furnished to the date of the closing for the sale
of such Registrable Shares, of any event relating to such Holder that is
required under the Securities Act to be set forth in the Prospectus (or any
amendment or supplement thereto).
(b) At the end of the Registration Period the Holders shall
discontinue sales of Registrable Shares pursuant to the Shelf Registration
after Parent has given notice to the Holders of its intention to remove from
registration the securities covered by the Registration Statement which remain
unsold, and the Holders shall notify Parent immediately upon receipt of such
notice from Parent of the number of shares of the Holders that are registered
but remain unsold.
6. EXPENSES OF REGISTRATION. Parent shall pay all reasonable expenses
incident to its performance of or compliance with this Agreement and
registration of Registrable Shares in connection herewith, including (a) all
SEC, stock exchange or market and National Association of Securities Dealers,
Inc. registration and filing fees, (b) all fees and expenses incurred in
complying with securities or "blue sky" laws, (c) all printing, messenger and
delivery expenses, (d) all fees and disbursements of Parent's independent
public accountants and counsel, and (e) the reasonable fees and expenses of one
counsel to the Holders, not to exceed $15,000 (all of such expenses herein
referred to as "Registration Expenses"). The Registration Expenses shall not
include any sales or underwriting discounts, commissions or fees attributable
to the sale of the Registrable Shares, which shall be borne by the Holders.
7. DISCLOSURE. With a view to making available registration on Form S-3
and the benefits of Rule 144 under the Securities Act, Parent agrees, for a
period of three years following the date of this Agreement, to:
(a) Make and keep current public information available within the
meaning of Rule 144(c).
(b) File with the SEC in a timely manner all reports and other
documents and information required of Parent under the Exchange Act, and
take such other actions as may be necessary to assure the availability of Form
S-3 for use in connection with the registration rights provided in this
Agreement.
(c) Furnish to a holder forthwith upon request a written
statement as to Parent's compliance with the reporting requirements of Rule
144 and the Exchange Act, a copy
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of Parent's most recent annual and quarterly reports, and such other reports,
documents and other information in the possession of or reasonably obtainable
by Parent as the Holder may reasonably request in availing itself of Rule 144.
8. INDEMNIFICATION AND CONTRIBUTION.
(a) Parent agrees to indemnify, to the extent permitted by law
and subject to the terms of this Agreement, each Holder and each person,
if any, who controls such Holder (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses (including
reasonable attorneys' fees) arising out of or based upon any untrue or alleged
untrue statement of a material fact contained in the Shelf Registration (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto) or
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements made therein in the light of
the circumstances under which they were made not misleading; provided, however,
that Parent shall not be liable to any Holder and each person, if any, who
controls such Holder (within the meaning of the Securities Act) to the extent
that any such loss, claim, damage, liability or expense arises out of, or is
based upon (i) any untrue or alleged untrue statement, or any omission, if such
statement or omission shall have been made in reliance upon and in conformity
with information relating to such Holder or person furnished in writing to
Parent by any such Holder or person expressly for use in the preparation of the
Shelf Registration (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto) or (ii) any failure of the Holders to deliver a
copy of the Prospectus (or any amendment or supplement thereto) as required by
the Securities Act.
(b) In connection with the Shelf Registration, each Holder
agrees to indemnify, to the extent permitted by law and subject to the
terms of this Agreement, Parent, its directors, officers, employees and agents
and each person who controls Parent (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses (including
reasonable attorneys' fees) arising out of or based upon (i) any untrue or
alleged untrue statement of a material fact contained in the Shelf Registration
(or any amendment thereto) or the Prospectus (or any amendment or supplement
thereto) or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements made therein
in the light of the circumstances under which they were made not misleading, to
the extent that such untrue statement or omission was made in reliance upon and
in conformity with information furnished in writing to Parent by such Holder
expressly for use in the preparation of the Shelf Registration (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto)
or any failure of such Holder to deliver a copy of the Prospectus (or any
amendment or supplement thereto) as required by the Securities Act.
(c) Each party entitled to indemnification under this Section 8
shall give notice to the party required to provide indemnification promptly
after such 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 or any litigation resulting therefrom; provided that
the delay or failure of any indemnified party to give notice as provided herein
shall
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not relieve the indemnifying party of its obligations under this Section 8,
except to the extent that the indemnifying party shall have been materially
adversely affected by such delay or failure. The indemnified party may
participate in such defense at such party's expense; provided, however, that
the indemnifying party shall pay such expense if the indemnified party shall
have reasonably concluded that there may be a conflict between the positions of
the indemnifying party and the indemnified party in conducting the defense of
any such claim or litigation resulting therefrom. No indemnified party shall
consent to entry of any judgment or settle any claim or litigation without the
prior written consent of the indemnifying party.
(d) If the indemnification provided for in this Section 8 from
the indemnifying party is unavailable to an indemnified party hereunder
in respect of any losses, claims, damages, liabilities or expenses referred to
therein as a result of a judicial determination that such indemnification may
not be enforced in such case notwithstanding this Agreement, the indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and indemnified parties
in connection with the actions which resulted in such losses, claims, damages,
liabilities or expense, as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and indemnified parties shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of material fact or omission
or alleged omission to state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or indemnified parties, and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such action. 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. TRANSFER OF REGISTRATION RIGHTS. The registration rights of any Holder
(and of any transferee of any Holder or its transferees) under this Agreement
with respect to any Registrable Shares may be transferred to any transferee of
such Registrable Shares; provided that Parent is given written notice by the
Holder at the time of such transfer stating the name and address of the
transferee and identifying the Registrable Shares with respect to which the
rights under this Agreement are being assigned and such transferee executes and
delivers such agreements as Parent may reasonably require in order to confirm
that such transferee agrees to be bound by this Agreement.
10. AMENDMENTS AND SUPPLEMENTS. This Agreement may not be amended,
modified or supplemented by the parties hereto in any manner, except by an
instrument in writing signed by Parent and the Shareholders' Representatives.
11. NO WAIVER. The terms and conditions of this Agreement may be waived
only by a written instrument signed by (a) the Shareholders' Representatives in
the case where a Shareholder or the Shareholders' Representatives are waiving
compliance and (b) by Parent in the case where Parent is waiving compliance.
The failure of any party hereto to enforce at any time
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any of the provisions of this Agreement shall in no way be construed to be a
waiver of any such provision, nor in any way to affect the validity of this
Agreement or any part hereof or the right of such party thereafter to enforce
each and every such provision. No waiver of any breach of or non-compliance
with this Agreement shall be held to be a waiver of any other or subsequent
breach or non-compliance. The rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedies that any party may
otherwise have at law or in equity.
12. GOVERNING LAW. This Agreement and all disputes arising hereunder shall
be governed by, and construed and enforced in accordance with, the substantive
laws of Michigan, without regard to its principles of conflicts of laws.
13. NOTICE. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered by hand, sent by facsimile
transmission with confirmation of receipt, sent via a reputable overnight
courier service with confirmation of receipt requested, or mailed by registered
or certified mail (postage prepaid and return receipt requested) to the parties
at the following addresses (or at such other address for a party as shall be
specified by like notice), and shall be deemed given on the date on which
delivered by hand or otherwise on the date of receipt as confirmed:
To Parent:
Compuware Corporation
00000 Xxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx Xxxxx, XX 00000-0000
Facsimile: (000) 000-0000
Attention: President
With a copy to:
Compuware Corporation
00000 Xxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx Xxxxx, XX 00000-0000
Facsimile: (000) 000-0000
Attention: General Counsel
To any Holder or the Shareholders' Representative:
Xxxxxx Xxxxxxx
Nu-Mega Technologies, Inc.
0 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
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With a copy to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxx, Xxxx & Xxxxx LLP
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
14. CONSTRUCTION OF AGREEMENT. A reference to a Section shall mean a
Section in this Agreement unless otherwise expressly stated. The titles and
headings herein are for reference purposes only and shall not in any manner
limit the construction of this Agreement which shall be considered as a whole.
The words "include," "includes" and "including" when used herein shall be
deemed in each case to be followed by the words "without limitation."
15. MERGERS, ETC. During the Registration Period, Parent shall not,
directly or indirectly, enter into any merger, consolidation or reorganization
in which Parent shall not be the surviving corporation unless the proposed
surviving corporation shall, prior to such merger, consolidation or
reorganization, agree in writing to assume the obligations of Parent under this
Agreement, and for that purpose references hereunder to "Registrable Shares"
shall be deemed reference to the securities that the Holders would be entitled
to receive in exchange for Registrable Shares under any such merger,
consolidation or reorganization, provided, however, that the provisions of this
Agreement shall not apply in the event of any merger, consolidation or
reorganization in which Parent is not the surviving corporation if the Holders
of Registrable Shares are entitled to receive in exchange therefor (a) cash or
(b) securities of the acquiring corporation that may be immediately sold to the
public without registration under the Securities Act.
16. ENTIRE AGREEMENT, ASSIGNABILITY, ETC. This Agreement and the Merger
Agreement and the documents and other agreements among the parties hereto and
thereto as contemplated by or referred to herein or therein constitute the
entire agreement among the parties with respect to the subject matter hereof
and supersede all other prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns. This Agreement is not
intended to confer upon any person other than the parties hereto any rights or
remedies hereunder, except as otherwise expressly provided herein and shall not
be assignable by operation of law or otherwise, except as provided in Section 9
or 15 hereof.
17. VALIDITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, each of which shall remain in full force and
effect.
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18. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which together shall constitute one and the same
Agreement.
* * * * * * * * * * *
IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be executed as an agreement under seal as of the date first
written above.
SHAREHOLDERS' REPRESENTATIVE COMPUWARE CORPORATION
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------- --------------------------------
Xxxxxx X. Xxxxxxx Title: Sr. Vice President
/s/ Xxxxxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxx
--------------------------------- -----------------------------------
Xxxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxx
/s/ Xxxxxxxx X. Xxxxxxxx /s/ Xxxxxxxx X. Xxxxxxxx
--------------------------------- -----------------------------------
Xxxx X. Xxxxxxxx Irrevocable Trust Xxxxx X. Xxxxxxxx Irrevocable Trust
/s/ Xxxxxxxx Xxxxx /s/ Xxxxxxxx Xxxxx
--------------------------------- -----------------------------------
Xxxxxx X. Xxxxxx Irrevocable Trust Xxxxx X. Xxxxxx Irrevocable Trust
of 1996, Xxxxxxxx Xxxxx Trustee of 1996, Xxxxxxxx Xxxxx Trustee
/s/ Xxxxxxxx Xxxxx /s/ Xxxxxxxx Xxxxx
--------------------------------- -----------------------------------
Xxxxxxxxx Xxxxxx Irrevocable Trust Xxxx X. Xxxxxx Irrevocable Trust
of 1996, Xxxxxxxx Xxxxx Trustee of 1996, Xxxxxxxx Xxxxx Trustee
/s/ Xxxxxxxx Xxxxx /s/ Xxxxxxxx Xxxxx
--------------------------------- -----------------------------------
Patrucia A. Xxxxx Irrevocable Trust Xxxxx Xxxxx Irrevocable Trust
of 1996, Xxxxxxxx Xxxxx Trustee of 1996, Xxxxxxxx Xxxxx Trustee
/s/ Xxxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxxx
--------------------------------- -----------------------------------
Xxxxxxxx Xxxxx Irrevocable Trust Xxxxxx X. Xxxxxxx
of 1996, Xxxxxxxxx Xxxxxxxx Trustee
/s/ P. Xxxxxxx Xxxxxxx /s/ Xxxxxxx Xxxx
--------------------------------- -----------------------------------
P. Xxxxxxx Xxxxxxx Xxxxxxx Xxxx
/s/ Xxxxxx Xxxxxxxx
---------------------------------
Xxxxxx Xxxxxxxx
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TECHNOLOGY CROSSOVER VENTURES II, L.P.
a Delaware Limited Partnership
By: Technology Crossover Management II, L.L.C.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
TECHNOLOGY CROSSOVER VENTURES II, C.V.
a Netherlands Antilles Limited Partnership
By: Technology Crossover Management II, L.L.C.
Its: Investment General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
TCV II STRATEGIC PARTNERS, L.P.
a Delaware Limited Partnership
By: Technology Crossover Management II, L.L.C.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
TCV II, V.O.F.
a Netherlands Antilles General Partnership
By: Technology Crossover Management II, L.L.C.
Its: Investment General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
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TCV II (Q), L.P.
a Delaware Limited Partnership
By: Technology Crossover Management II, L.L.C.
Its: General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
RHO MANAGEMENT TRUST I
By: Rho Management Company, Inc.
as Investment Advisor
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Managing Director
X.X. XXXXXXXXXXXX and XXXXXX X. XXXXXX
TRUSTEES U/A/T DATED AUGUST 28,1968 FOR
XXXXX XXX XXXXXXX, XX.
By: /s/ X. X. Xxxxxxxxxxxx
--------------------------------
Name: X. X. Xxxxxxxxxxxx, Trustee
By: /s/ X. X. Xxxxxx
--------------------------------
Name: X. X. Xxxxxx, Trustee
X.X. XXXXXXXXXXXX and XXXXXX X. XXXXXX
TRUSTEES U/A/T DATED AUGUST 28,1968 FOR
XXXXXXX XXXXXXX XXXXXXX
By: /s/ X. X. Xxxxxxxxxxxx
--------------------------------
Name: X. X. Xxxxxxxxxxxx, Trustee
By: /s/ X. X. Xxxxxx
--------------------------------
Name: X. X. Xxxxxx, Trustee
X.X. XXXXXXXXXXXX and XXXXXX X. XXXXXX
TRUSTEES U/A/T DATED AUGUST 28,1968 FOR
XXXXXX XXXXXXXX XXXXXXX
By: /s/ X. X. Xxxxxxxxxxxx
--------------------------------
Name: X. X. Xxxxxxxxxxxx, Trustee
By: /s/ X. X. Xxxxxx
--------------------------------
Name: X. X. Xxxxxx, Xxxxxxx
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00
X.X. XXXXXXXXXXXX and XXXXXX X. XXXXXX
TRUSTEES U/A/T DATED AUGUST 28,1968 FOR
JULIET XXX XXXXXXX
By: /s/ X. X. Xxxxxxxxxxxx
--------------------------------
Name: X. X. Xxxxxxxxxxxx, Trustee
By: /s/ X. X. Xxxxxx
--------------------------------
Name: X. X. Xxxxxx, Trustee
XXXXX X. XXXXXXX, XXXXX XXXXXXXX
XXXXXXX
and X.X. XXXXXXXXXXXX TRUSTEES OF THE
XXXXX X. XXXXXXX TRUST U/A/T DATED
NOVEMBER 18,1985
By: /s/ X. X. Xxxxxxxxxxxx
--------------------------------
Name: X. X. Xxxxxxxxxxxx, Trustee
VENHILL LIMITED PARTNERSHIP
c/o Xxxxxx X. Xxxxxxx, General Partner
Autotrol Technology
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name:
Title:
MERCURY INVESTMENTS L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Manager
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