TIB FINANCIAL CORP. REGISTRATION RIGHTS AGREEMENT
Exhibit
99.3
THIS REGISTRATION RIGHTS AGREEMENT,
dated as of March 7, 2008 (the “Agreement”), is made by and among TIB Financial
Corp. (the “Company”) and the persons listed on the attached Schedule A to this
Agreement.
RECITALS
WHEREAS, the Company proposes to sell
shares of its Common Stock, $.10 par value (the “Common Stock”), and issue
Common Stock Warrants (“Warrants”), subject to and pursuant to a Stock Purchase
Agreement of even date (the “Purchase Agreement”), and it is a condition to the
closing of such sale that this Agreement be executed and delivered by the
parties hereto.
NOW, THEREFORE, the parties to this
Agreement hereby agree as follows:
SECTION
1. CERTAIN DEFINITIONS.
As used
in this Agreement, the following terms shall have the following
meanings:
“Acquisition” means (a) a
merger in which the Company is not the surviving entity or a sale by the Company
or TIB Bank of all or substantially all of its assets, (b) the acquisition by
any individual or group (other than the Company) of TIB Bank by means of a
merger, consolidation or purchase of 80% or more of its outstanding shares, or
(c) the acquisition by any individual or group of beneficial ownership of more
than 50% of the outstanding shares of the Company. The term “group”
and the concept of beneficial ownership shall have such meanings ascribed
thereto, as set forth in the Exchange Act and the regulations and rules
thereunder. For purposes of this Agreement, where an Acquisition
results from a series of related transactions, the Acquisition shall be deemed
to have occurred on the date of the consummation of the first such
transaction.
“Commission” means the
Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act.
“Common Stock” means the
common stock of the Company.
“Exchange Act” means the
Securities Exchange Act of 1934, as amended.
“Holder” means any holder of
Registrable Securities.
“Prospectus” means the
prospectus included in any Registration Statement, as amended or supplemented,
including post-effective amendments, and all material incorporated by reference
into such prospectus.
“Registration Expenses” means
all expenses incurred by the Company in registering any Registrable Securities
under the Securities Act and registering and qualifying such Registrable
Securities in any states or other jurisdictions, including, but not limited to,
(1) all registration and filing fees (including with respect to filings required
to be made with the NASD); (2) fees and expenses of compliance with securities
or blue sky laws (including fees and disbursements of counsel for the
underwriters or Holders in connection with all blue sky qualifications of the
Registrable Securities); (3) printing (including expenses of printing
certificates for the Registrable Securities in a form eligible for deposit with
Depository Trust Company and of printing prospectuses), messenger, telephone and
delivery expenses; (4) fees and disbursements of counsel for the Company, the
underwriters and one counsel for the sellers of the Registrable Securities; (5)
fees and disbursements of all independent certified public accountants of the
Company (including the expenses of any special audit and “cold comfort” letters
required by or incident to such performance); (6) fees and disbursements of
underwriters (excluding discounts, commissions or fees of underwriters, selling
brokers, dealer managers or similar securities industry professionals relating
to the sale of the Registrable Securities or legal expenses of any person or
entity other than the Company, the underwriters and Holders); (7) fees and
expenses of other persons or entities retained by the Company; and (8) fees and
expenses associated with any Financial Industry Regulatory Authority (“FINRA”)
filing required to be made in connection with the Registration Statement,
including, if applicable, the fees and expenses of any “qualified independent
underwriter” (and its counsel) that is required to be retained in accordance
with the rules and regulations of FINRA.
“Registration Statement”
means any registration statement of the Company that covers any
Registrable Securities pursuant to the provisions of this Agreement, including
the Prospectus, all amendments and supplements to such registration statement
(including post-effective amendments) and all exhibits and material incorporated
by reference in such registration statement.
“Registrable Securities”
means, on any given date, the shares of Common Stock then outstanding
which were issued pursuant to the Purchase Agreement and which are
held by the Purchasers (as defined in the Purchase Agreement) and the Common
Stock issuable upon the conversion or exercise of the Warrants then outstanding;
provided, however, that Registrable Securities shall not include any shares of
Common Stock that have been (i) registered under the Securities Act and disposed
of in accordance with a Registration Statement, or (ii) distributed to the
public pursuant Rule 144 under the Securities Act.
“Securities Act” means the
Securities Act of 1933, as amended.
SECTION
2. REGISTRATION.
(a) If
at any time after the date of this Agreement and prior to the earlier of (i) the
first anniversary of the exercise date of the last outstanding Warrant, or (ii)
March 7, 2012, or (iii) the closing date of an Acquisition, the holders (the
“Initiating Holders”) of at least 50% of the then Registrable Securities request
the Company to register all or part of their Registrable Securities, the Company
shall (i) promptly give written notice of such proposed registration (a “Demand
Registration”) to all non-Initiating Holders of Registrable Securities, each of
which shall have 30 days after delivery of such notice to request the Company to
include all or part of his or its Registrable Securities in such registration,
and (ii) use its reasonable best efforts to register as soon as practicable all
Registrable Securities that Holders requested be included in such registration,
provided that the Company shall have no such obligation to register any
Registrable Securities within the first 90 days following the date of this
Agreement. Provided, however, that if a
Demand Registration is withdrawn by the Majority Initiating Holders as defined
in Section 2(c) below because of a material adverse effect on the business,
properties, prospects, assets, liabilities, or condition (financial or
otherwise) of the Company not known to them at the time they requested such
registration, such registration shall not constitute a Demand Registration for
purposes of this Section 2. The holders of Warrants shall be entitled
to include the Registrable Securities issuable upon the conversion or exercise
of such Warrants in any Demand Registration, and the holders of such Warrants
shall not be required to convert or exercise such securities prior to the
closing of the sale of their Registrable Securities that are included in such
registration.
(b) Notwithstanding
anything to the contrary in Section 2(a), the Company shall not be obligated to
take any action to register any Registrable Securities pursuant to a request for
a Demand Registration if (i) the number of Registrable Securities requested to
be registered is less than 50% of the then Registrable Securities, or (ii) the
request to register the Registrable Securities is made within 6 months of the
effective date of another registration of Common Stock with respect to which the
Holders had an opportunity to include their Registrable Securities.
(c) If
the Initiating Holders requesting any Demand Registration intend for the
Registrable Securities being registered to be distributed pursuant to an
underwriting (an “Underwritten Demand Registration”), they shall advise the
Company of such fact as a part of their request for such registration and the
Company shall include such information in the notice provided to all
non-Initiating Holders of Registrable Securities pursuant to Section
2(a). In connection with an Underwritten Demand Registration, the
Company shall enter into an underwriting agreement with the managing underwriter
or underwriters (the “Underwriter”) selected by Initiating Holders other than
officers and directors of the Company (the “Majority Initiating Holders”)
holding a majority of the Registrable Securities that such holders requested be
registered pursuant to such registration; provided, however, that the
Underwriter so selected must be reasonably acceptable to the
Company.
(d) Notwithstanding
anything to the contrary in Section 2, the right of any Holder to participate in
an Underwritten Demand Registration shall be conditioned upon such Holder
agreeing to (a) sell any of his or its Registrable Securities included in such
registration on the basis provided in any underwriting arrangements approved by
the Majority Initiating Holders, and (b) complete and execute all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such
underwriting arrangements.
(e) If
the Company agrees to comply with all provisions of Section 2 as if it were a
non-initiating Holder, the number of shares of Common Stock requested by the
Company shall be included in any Underwritten Demand Registration unless the
Underwriter concludes, in its sole discretion, that including the Company in
such registration would be inadvisable or inconsistent with the goals of such
registration. In the event that the Company is included in an
Underwritten Demand Registration and the number of shares of Common Stock
requested by the Company to be included in such registration, when added to the
number of Registrable Securities that officers and directors of the Company
requested to be included in such registration, exceeds the number of Registrable
Securities that all other holders thereof requested to be included in such
registration, such registration shall not constitute a Demand Registration for
purposes of Section 2.
(f) If
in connection with an Underwritten Demand Registration the Underwriter
determines that market factors limit the number of Registrable Securities that
can be underwritten, the Common Stock and Registrable Securities requested by
the Company and its officers and directors requested to be included in the
registration shall be reduced on a pro rata basis to the extent
required. If additional Registrable Securities are required to be
excluded from the Underwritten Demand Registration, the number of Registrable
Securities of any holder thereof that can be included in such registration shall
be equal to the product of (i) the maximum number of Registrable Securities that
the Underwriter estimates can be underwritten in connection with such
registration, and (ii) a fraction, the numerator of which shall equal the number
of Registrable Securities that such holder thereof requested be included in such
registration, and the denominator of which shall equal the total number of
Registrable Securities that were requested to be included in such registration
by all holders thereof other than officers and directors of the
Company. If the number of Registrable Securities that any Holder
requested to be included in an Underwritten Demand Registration is to be reduced
as a result of market factors, the Company shall promptly notify such Holder of
any such reduction and the number of Registrable Securities of such Holder that
will be included in such registration. For the purposes of this
Section 2(f), the term “Director” shall not include any Holder who is a director
of the Company.
(g) If
in connection with an Underwritten Demand Registration any Holder disapproves of
the terms of the underwriting, such Holder may elect to withdraw from such
underwriting by delivering written notice to the Company, the Underwriter and
the Initiating Holders at least 7 days prior to the effective date of the
Registration Statement. Any Registrable Securities withdrawn from
such underwriting shall also be withdrawn from such registration.
(h) In
the event of any Demand Registration, the Company shall exercise its reasonable
best efforts to register and qualify the Registrable Securities covered by the
Registration Statement in each jurisdiction reasonably requested by each Holder
of Registrable Securities included in such registration.
(i) Notwithstanding
anything else contained in this Section 2, the Company’s obligations under this
Section 2 to use its reasonable best efforts to register as soon as practicable
all Registrable Securities shall be suspended, at the option of the Company, for
a total of not more than forty-five (45) days if the Company determines in good
faith that an event has occurred or conditions exist that result or may result
in a Registration Statement or Prospectus containing an untrue statement of a
material fact or omitting to state a material fact required to be stated therein
or necessary to make the statements therein not misleading (a
“Misstatement”). If the Company determines that a Registration
Statement or Prospectus contains a Misstatement, the Company will use all
reasonable efforts to cause the Registration Statement and the Prospectus to be
amended or supplemented as soon as reasonably possible, so that any Misstatement
that triggered the blackout period can be cured and the sale of the Registrable
Securities continued as soon as reasonably possible.
(j) Upon
receipt of written notice from the Company that a Registration Statement or
Prsopectus contains a Misstatement, each Holder of Registrable Securities shall
forthwith discontinue disposition of Registrable Securities until the Holder has
received copies of the supplemented or amended prospectus that corrects such
Misstatement, or until such Holder is advised in writing by the Company that the
use of the Prospectus may be resumed, and, if so directed by the Company, such
Holder shall deliver to the Company (at the Company’s expense) all copies, other
than permanent file copies then in such Holder’s possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice.
Notwithstanding anything else contained
in this Section 2, the rights granted to holders of Registrable Securities under
this Section 2 may only be exercised one time by such holders (except as
provided in Section 2(e) or Section 5) and shall terminate on the earlier of (i)
the first anniversary of the exercise date of the last outstanding Warrant, or
(ii) March 7, 2012, or (iii) the closing date of an Acquisition.
SECTION
3. PIGGYBACK REGISTRATION.
(a) If
the Company elects or is required to register any sale of the shares of any
Common Stock, other than pursuant to Section 2 hereof or other than a
Registration Statement filed on Form S-8 or Form S-4 (or any similar or
successor forms issued by the Commission from time to time), the Company shall
(i) promptly provide each Holder with written notice of such registration (a
“Piggyback Registration”), which notice shall include a list of all
jurisdictions in which the Company intends to register and qualify such Common
Stock, and (ii) use its reasonable best efforts to include in such registration
all the Registrable Securities requested to be included by any Holder within 30
days after notice of such registration is delivered to Holders. The
holders of Warrants shall be entitled to include the Registrable Securities
issuable upon the conversion or exercise of such Warrants in any Piggyback
Registration, and the holders of such Warrants shall not be required to convert
or exercise such securities prior to the closing of the sale of the Registrable
Securities that are included in such registration.
(b) If
the Company intends for the Common Stock being registered pursuant to any
Piggyback Registration to be distributed pursuant to an underwriting (an
“Underwritten Piggyback Registration”), the notice provided by the Company to
Holders pursuant to Section 3(a) shall state that such registration will be
underwritten.
(c) Notwithstanding
anything to the contrary in Section 3, the right of any Holder to participate in
an Underwritten Piggyback Registration shall be conditioned upon such Holder
agreeing to (a) sell all of its Registrable Securities included in such
registration on the basis provided in any underwriting arrangements approved by
the Company, and (b) complete and execute all reasonable questionnaires, powers
of attorney, indemnities, underwriting agreements, lock-up letters and other
documents required under the terms of such underwriting
arrangements.
(d)
If in connection with any Underwritten Piggyback Registration the Underwriter
determines that market factors limit the number of Registrable Securities that
can be underwritten, the number of Registrable Securities of any Holder that can
be included in such registration shall be equal to the product of (i) the
maximum number of Registrable Securities that the Underwriter estimates can be
underwritten in connection with such registration, and (ii) a fraction, the
numerator of which shall equal the number of Registrable Securities that such
Holder requested be included in such registration, and the denominator of which
shall equal the total number of Registrable Securities that were requested to be
included in such registration by all Holders. If the number of
Registrable Securities that any Holder requested be included in an Underwritten
Piggyback Registration is to be reduced as a result of market factors, the
Company shall promptly notify such Holder of any such reduction and the number
of Registrable Securities of such Holder that will be included in such
registration.
(e) If
in connection with any Underwritten Piggyback Registration any Holder
disapproves of the terms of the underwriting, such Holder may elect to withdraw
from such underwriting by delivering written notice to the Company and the
Underwriter at least 7 days prior to the effective date of the Registration
Statement. Any Registrable Securities withdrawn from such
underwriting shall also be withdrawn from such registration.
(f) In
connection with any Piggyback Registration, the Company shall exercise its best
efforts to register and qualify the Registrable Securities included in such
registration in each jurisdiction reasonably requested by each Holder of
Registrable Securities included in such registration.
(g) Notwithstanding
anything else contained in this Section 3, the rights granted under this Section
3 shall terminate on the earlier of (i) the first anniversary of the exercise
date of the last outstanding Warrant, or (ii) March 7, 2012, or (iii) the
closing date of an Acquisition.
SECTION
4. REGISTRATION PROCEDURES.
The Company will keep each Holder of
Registrable Securities that are included in any registration advised as to the
initiation and completion of such registration. At its expense the
Company shall: (a) use its reasonable best efforts to keep any such registration
effective for a period of 30 days or until each Holder has completed its
distribution of Registrable Securities covered by such registration, whichever
occurs earlier; and (b) furnish the number of Prospectuses (including
preliminary prospectuses) and other documents as any Holder participating in a
registration may reasonably request from time to time.
SECTION
5. REGISTRATION EXPENSES.
Except to the extent otherwise provided
in this Agreement, all Registration Expenses incurred in connection with the
Demand Registrations and any Piggyback Registration shall be borne by the
Company, whether or not a Registration Statement becomes
effective. All Registration Expenses incurred in connection
with any other registration of Registrable Securities shall be borne by the
Holders.
SECTION
6. INDEMNIFICATION.
(a) The
Company agrees to indemnify and hold harmless (i) each Holder and (ii) each
person, if any, who controls (within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act) such Holder (any of the persons referred to in
this clause (ii) being hereinafter referred to as a “controlling person”) and
(iii) the respective officers, directors, partners, employees, representatives
and agents of any Holder or any controlling person (any person referred to in
clause (i), (ii) or (iii) may hereinafter be referred to as an (“Indemnified
Party”), to the fullest extent lawful, from and against any and all losses,
claims, damages, liabilities, judgments, actions and expenses (including without
limitation and as incurred, reimbursement of all reasonable costs of
investigating, preparing, pursuing or defending any claim or action, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, including the reasonable fees and expenses of counsel to any
Indemnified Party) directly or indirectly caused by, related to, based upon,
arising out of or in connection with any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (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 therein not misleading, except insofar as such losses, claims,
damages, liabilities or expenses are caused by an untrue statement or omission
or alleged untrue statement or omission that is made in reliance upon and in
conformity with information relating to any Holder that is furnished in writing
to the Company by such Holder expressly for use in a Registration
Statement.
In case any action or proceeding
(including any governmental or regulatory investigation or proceeding) shall be
brought or asserted against any of the Indemnified Parties with respect to which
indemnity may be sought against the Company, such Indemnified Party (or the
Indemnified Party controlled by such controlling person) shall promptly notify
the Company in writing (provided, that the failure to give such notice shall not
relieve the Company of its obligations pursuant to this
Agreement). Such Indemnified Party shall have the right to employ its
own counsel in any such action and the fees and expenses of such counsel shall
be paid, as incurred, by the Company (regardless of whether it is ultimately
determined that an Indemnified Party is not entitled to indemnification
hereunder), provided, however,
that the Company shall not, in connection with any one such action or
proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) at any time
for Indemnified Parties, which firm shall be designated by the Indemnified
Parties. The Company shall be liable for any settlement of any such
action or proceeding consented to by the Company, and the Company agrees to
indemnify and hold harmless any Indemnified Party from and against any loss,
claim, damage, liability or expense by reason of any settlement of any action
consented to by the Company. The Company shall not, without the prior
written consent of each Indemnified Party, settle or compromise or consent to
the entry of judgment in or otherwise seek to terminate any pending or
threatened action, claim, litigation or proceeding in respect of which
indemnification or contribution may be sought under this Section 6 (whether or
not any Indemnified Party is a party thereto), unless such settlement,
compromise, consent or termination includes an unconditional release of each
Indemnified Party from all liability arising out of such action, claim,
litigation or proceeding.
(b) Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company, and its respective directors, officers, and any person controlling
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)
the Company, and the respective officers, directors, partners, employees,
representatives and agents of each such person, to the same extent as the
foregoing indemnity from the Company to each of the Indemnified Parties, but
only with respect to claims and actions based on information relating to such
Holder furnished in writing by such Holder expressly for use in any Registration
Statement. In case any action or proceeding shall be brought against
the Company or its directors or officers or any such controlling person in
respect of which indemnity may be sought against an Holder, such Holder shall
have the rights and duties given the Company and the Company or its directors or
officers or such controlling person shall have the rights and duties given to
each Indemnified Party by the preceding paragraph.
(c) If
the indemnification provided for in this Section 6 is unavailable to an
indemnified party under Section 6(a) or Section 6(b) (other than by reason of
exceptions provided in those Sections) in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then each applicable
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 Company on the one hand and
the Holder on the other in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative fault of
the Company on the one hand and of the Indemnified Party on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the Holder
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The
amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject
to the limitations set forth in the second paragraph of Section 6(a), any legal
or other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.
The Company and each Holder agree that
it would not be just and equitable if contribution pursuant to this Section 6(c)
were determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of
this Section 6(c), no Holder shall be required to contribute any amount in
excess of the amount by which the total price at which such Holder’s Registrable
Securities were sold to the public. 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.
SECTION
7. MISCELLANEOUS.
(a) This
Agreement constitutes the entire contract among the Company and the Holders
relative to the subject matters hereof. Any previous agreement
between the Company and the Holders concerning registration rights of
Registrable Securities or the right to obtain information about the Company is
superseded by this Agreement.
(b) None
of the provisions of this Agreement may be amended, modified or supplemented,
and waivers or consents to departures from the provisions thereof may not be
given, unless the Company has obtained the written consent of Holders holding a
majority of the Registrable Securities (assuming for purposes hereof all
Warrants have been converted into shares of Common Stock); provided, however, any such
amendment, modification, supplement, waiver or consent which adversely affects
the rights of the holders of Registrable Securities shall require the approval
of Holders holding a majority of Registrable Securities; and provided, further, that a
waiver or consent to departure from the provisions of this Agreement that
relates exclusively to the rights of Holders whose Registrable Securities are
being sold pursuant to a Registration Statement and that does not directly or
indirectly adversely affect the rights of any other Holders may be given by the
holders of a majority of the Registrable Securities being
sold. Notwithstanding the foregoing, no Holder’s rights under Section
6 may be adversely affected without the consent of such Holder.
(c) This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Florida (without regard to the principles of conflicts of
laws thereof).
(d) The
sole and exclusive venue for any action arising out of this Agreement shall be a
state or federal court situated in Xxxxxxx County, Florida, and the parties
agree to the personal jurisdiction of such courts. If any legal
action or other proceeding is brought for the enforcement of this Agreement, or
because of an alleged dispute, breach, default or misrepresentation in
connection with any provision of this Agreement, the successful or prevailing
party shall be entitled to recover from the other party reasonable attorneys’
fees, court costs and expenses, incurred in that action or proceeding, in
addition to any other relief to which such party may be entitled.
(d) In
the event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.
(e) Any
notice required or permitted hereunder shall be given in writing and shall be
(as elected by the person giving such notice) hand delivered by messenger or
courier service, transmitted by fax, or mailed by registered or certified mail
(postage prepaid), return receipt requested, addressed (i) if to the
Company, as set forth below the Company’s name on the signature page of this
Agreement, and (ii) if to an Holder, at such Holder’s address as set forth on
the counterpart signature page to this Agreement, or at such other address as
the Company or such Holder may designate by notice complying with the terms of
this Section. Each such notice shall be deemed delivered (a) on the
date delivered, if by messenger or courier service; (b) on the date of the
confirmation of receipt, if by fax; and (c) either upon the date of receipt or
refusal of delivery, if mailed.
(f) The
headings of the Sections of this Agreement are for convenience and shall not by
themselves determine the interpretation of this Agreement.
(g) The
rights granted each Holder pursuant to this Agreement may only be assigned by
such Holder to (a) an entity, a majority of the outstanding voting interests of
which are owned by the Holder, (b) to individuals who would be encompassed
within the definition of “members of a family” as to the Holder (as the term
“members of family” is defined in Section 1361(c)(1)(B) of the Internal Revenue
Code of 1986, as amended) or, (c) pursuant to the laws of descent and
distribution or (d) the legal successor in interest by operation of
law.
(h) This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
By:_________________________________
Xxxxxx X. Xxxx
President and Chief Executive
Officer
000
0xx
Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxx
00000-0000
Holders
of Common Stock
Registration
Rights Agreement - Common Stock
COUNTERPART
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