Exhibit 10.1
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of March
26, 2007, is entered into by and between Limco-Piedmont Inc., a Delaware
corporation (including its successors, the "COMPANY"), and TAT Technologies
Ltd., a company organized under the laws of the State of Israel ("TAT").
RECITALS
WHEREAS, the Company has filed a Registration Statement with the Securities
and Exchange Commission on Form S-1 (the "REGISTRATION STATEMENT") in connection
with the initial public offering (the "IPO") of shares of its Common Stock, par
value $0.01 per share (the "COMMON STOCK"); and
WHEREAS, the Company has agreed to provide TAT with the registration rights
specified in this Agreement following the IPO with respect to any shares of
Common Stock held by TAT or any other Holder on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE 1
DEFINITIONS
1.1 DEFINITIONS. The following terms shall have the meanings set forth in
this SECTION 1.1:
"AFFILIATE" means, with respect to any Person, any other Person that
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with such Person. For the purpose of
this definition, the term "control" (including, with correlative meaning, the
terms "controlling," "controlled by," and "under common control with"), as used
with respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, or
any similar federal statute, and the rules and regulations promulgated by the
SEC thereunder.
"EXCLUDED REGISTRATION" means a registration under the Securities Act of
(i) securities pursuant to one or more Demand Registrations pursuant to SECTION
2 hereof, (ii) securities registered on Form S-8 or any similar successor form,
and (iii) securities registered to effect the acquisition of, or combination
with, another Person.
"HOLDER" means (i) TAT and (ii) any direct or indirect transferee of TAT
who shall become a party to this Agreement in accordance with SECTION 2.9 and
has agreed in writing to be bound by the terms of this Agreement.
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"PERSON" or "PERSONS" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or other agency or political
subdivision thereof.
"REGISTER," "REGISTERED" and "REGISTRATION" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of the effectiveness of such
registration statement.
"REGISTRABLE SHARES" means the Common Stock owned by the Holders, whether
owned on the date hereof or acquired hereafter; provided, however, that shares
of Common Stock that, pursuant to SECTION 3.1, no longer have registration
rights hereunder shall not be considered Registrable Shares.
"REQUESTING HOLDERS" shall mean any Holder(s) requesting to have its
(their) Registrable Shares included in any Demand Registration or Shelf
Registration.
"SEC" means the Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act.
"SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations promulgated by the SEC
thereunder.
1.2 OTHER TERMS. For purposes of this Agreement, the following terms have
the meanings set forth in the section or agreement indicated.
TERM SECTION
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Adverse Effect Section 2.1.5
Advice Section 2.6
Agreement Introductory Paragraph
Common Stock Recitals
Company Introductory Paragraph
Demand Registration Section 2.1.1(a)
Demanding Shareholders Section 2.1.1(a)
Demand Request Section 2.1.1(a)
Dispute Section 4.6.1
Effective Date Section 2.1.1
Inspectors Section 2.5(l)
IPO Recitals
NASD Section 2.5(q)
Piggyback Registration Section 2.2.1
Records Section 2.5(l)
Registration Statement Recitals
Required Filing Date Section 2.1.1(b)
Seller Affiliates Section 2.8.1
Shelf Registration Section 2.1.2
Suspension Notice Section 2.6
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1.3 RULES OF CONSTRUCTION. Unless the context otherwise requires
(1) a term has the meaning assigned to it;
(2) "or" is not exclusive;
(3) words in the singular include the plural, and words in the plural
include the singular;
(4) provisions apply to successive events and transactions; and
(5) "herein," "hereof" and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section or other
subdivision.
ARTICLE 2
REGISTRATION RIGHTS
2.1 DEMAND REGISTRATION.
2.1.1 REQUEST FOR REGISTRATION.
(a) Commencing on the date which is one year days after the completion of the
IPO (the "EFFECTIVE DATE"), any Holder or Holders of Registrable Shares shall
have the right on five (5) occasions to require the Company to file a
registration statement on Form S-1 or S-3 or any similar or successor to such
forms under the Securities Act for a public offering of all or part of its or
their Registrable Shares (a "DEMAND REGISTRATION"), by delivering to the Company
written notice stating that such right is being exercised, naming, if
applicable, the Holders whose Registrable Shares are to be included in such
registration (collectively, the "DEMANDING SHAREHOLDERS"), specifying the number
of each such Demanding Shareholder's Registrable Shares to be included in such
registration and, subject to SECTION 2.1.3 hereof, describing the intended
method of distribution thereof (a "DEMAND Request").
(b) Each Demand Request shall specify the aggregate number of Registrable Shares
proposed to be sold. Subject to SECTION 2.1.6, the Company shall file the
registration statement in respect of a Demand Registration as soon as
practicable and, in any event, within forty-five (45) days after receiving a
Demand Request (the "REQUIRED FILING DATE") and shall use reasonable best
efforts to cause the same to be declared effective by the SEC as promptly as
practicable after such filing; provided, however, that:
(i) the Company shall not be obligated to effect a Demand Registration pursuant
to SECTION 2.1.1(a) within 90 days after the effective date of a previous Demand
Registration, other than a Shelf Registration pursuant to this ARTICLE 2;
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(ii) the Company shall not be obligated to effect a Demand Registration pursuant
to SECTION 2.1.1(a) unless the Demand Request is for a number of Registrable
Shares with a market value that is equal to at least 7.5 million as of the date
of such Demand Request; and (iii) the Company shall not be obligated to effect
pursuant to SECTION 2.1.1(a) (A) more than one Demand Registration during the
first 12 months following the Effective Date or (B) more than one Demand
Registration during any 12-month period thereafter.
2.1.2 SHELF REGISTRATION. With respect to three Demand Registrations, the
Requesting Holders may request the Company to effect a registration of the
Common Stock under a registration statement pursuant to Rule 415 under the
Securities Act (or any successor rule) (a "SHELF REGISTRATION") which Shelf
Registration shall be kept effective for no longer than one year without the
consent of the Company's audit committee; PROVIDED that the Company shall be
eligible to utilize a registration statement on Form S-3 for such purpose.
2.1.3 SELECTION OF UNDERWRITERS. At the request of a majority of the
Requesting Holders, the offering of Registrable Shares pursuant to a Demand
Registration shall be in the form of a "firm commitment" underwritten offering.
The Holders of a majority of the Registrable Shares to be registered in a Demand
Registration shall select the investment banking firm or firms to manage the
underwritten offering, provided that such selection shall be subject to the
consent of the Company, which consent shall not be unreasonably withheld or
delayed. No Holder may participate in any registration pursuant to SECTION 2.1.1
unless such Holder (x) agrees to sell such Holder's Registrable Shares on the
basis provided in any underwriting arrangements described above and (y)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements; provided, however, that no such Holder shall
be required to make any representations or warranties in connection with any
such registration other than representations and warranties as to (a) such
Holder's ownership of his or its Registrable Shares to be transferred free and
clear of all liens, claims, and encumbrances, (b) such Holder's power and
authority to effect such transfer, and (c) such matters pertaining to compliance
with securities laws as may be reasonably requested; provided, further, however,
that the obligation of such Holder to indemnify pursuant to any such
underwriting arrangements shall be several, not joint and several, among such
Holders selling Registrable Shares, and the liability of each such Holder will
be in proportion thereto, and provided, further, that such liability will be
limited to the net amount received by such Holder from the sale of his or its
Registrable Shares pursuant to such registration.
2.1.4 RIGHTS OF NONREQUESTING HOLDERS. Upon receipt of any Demand Request,
the Company shall promptly (but in any event within ten (10) days) give written
notice of such proposed Demand Registration to all other Holders, who shall have
the right, exercisable by written notice to the Company within fifteen (15) days
of their receipt of the Company's notice, to elect to include in such Demand
Registration such portion of their Registrable Shares as they may request. All
Holders requesting to have their Registrable Shares included in a Demand
Registration in accordance with the preceding sentence shall be deemed to be
"REQUESTING HOLDERS" for purposes of this Section 2.1.
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2.1.5 PRIORITY ON DEMAND REGISTRATIONS. No securities to be sold for the
account of any Person (including the Company) other than a Requesting Holder
shall be included in a Demand Registration unless the managing underwriter or
underwriters shall advise the Requesting Holders in writing that the inclusion
of such securities will not adversely affect the price, timing or distribution
of the offering or otherwise adversely affect its success (an "ADVERSE EFFECT").
Furthermore, if the managing underwriter or underwriters shall advise the
Requesting Holders that, even after exclusion of all securities of other Persons
pursuant to the immediately preceding sentence, the amount of Registrable Shares
proposed to be included in such Demand Registration by Requesting Holders is
sufficiently large to cause an Adverse Effect, the Registrable Shares of the
Requesting Holders to be included in such Demand Registration shall equal the
number of shares which the Requesting Holders are so advised can be sold in such
offering without an Adverse Effect and such shares shall be allocated pro rata
among the Requesting Holders on the basis of the number of Registrable Shares
requested to be included in such registration by each such Requesting Holder.
2.1.6 DEFERRAL OF FILING. The Company may defer the filing (but not the
preparation) of a registration statement required by SECTION 2.1 until a date
not later than ninety (90) days after the Required Filing Date if (i) at the
time the Company receives the Demand Request, the Company or any of its
Subsidiaries are engaged in confidential negotiations or other confidential
business activities, disclosure of which would be required in such registration
statement (but would not be required if such registration statement were not
filed), and the board of directors of the Company or a committee of the board of
directors of the Company determines in good faith that such disclosure would be
materially detrimental to the Company and its shareholders, or (ii) prior to
receiving the Demand Request, the Company had determined to effect a registered
underwritten public offering of the Company's securities for the Company's
account and the Company had taken substantial steps (including, but not limited
to, selecting a managing underwriter for such offering) and is proceeding with
reasonable diligence to effect such offering. A deferral of the filing of a
registration statement pursuant to this SECTION 2.1.6 shall be lifted, and the
requested registration statement shall be filed immediately, if, in the case of
a deferral pursuant to clause (i) of the preceding sentence, the negotiations or
other activities are disclosed or terminated, or, in the case of a deferral
pursuant to clause (ii) of the preceding sentence, the proposed registration for
the Company's account is abandoned. In order to defer the filing of a
registration statement pursuant to this SECTION 2.1.6, the Company shall
promptly (but in any event within ten (10) days), upon determining to seek such
deferral, deliver to each Requesting Holder a certificate signed by an executive
officer of the Company stating that the Company is deferring such filing
pursuant to this SECTION 2.1.6 and a general statement of the reason for such
deferral and an approximation of the anticipated delay. Within twenty (20) days
after receiving such certificate, the holders of a majority of the Registrable
Shares held by the Requesting Holders and for which registration was previously
requested may withdraw such Demand Request by giving notice to the Company; if
withdrawn, the Demand Request shall be deemed not to have been made for all
purposes of this Agreement. The Company may defer the filing of a particular
registration statement pursuant to this SECTION 2.1.6(a) only twice.
2.2 PIGGYBACK REGISTRATIONS.
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2.2.1 RIGHT TO PIGGYBACK. Each time the Company proposes to register any of
its equity securities (other than pursuant to an Excluded Registration or the
IPO Registration) under the Securities Act for sale to the public (whether for
the account of the Company or the account of any security holder of the Company)
(a "PIGGYBACK REGISTRATION"), the Company shall give prompt written notice to
each Holder of Registrable Shares (which notice shall be given not less than
twenty (20) days prior to the anticipated filing date of the Company's
registration statement), which notice shall offer each such Holder the
opportunity to include any or all of its Registrable Shares in such registration
statement, subject to the limitations contained in SECTION 2.2.2 hereof. Each
Holder who desires to have its Registrable Shares included in such registration
statement shall so advise the Company in writing (stating the number of shares
desired to be registered) within ten (10) days after the date of such notice
from the Company. Any Holder shall have the right to withdraw such Holder's
request for inclusion of such Holder's Registrable Shares in any registration
statement pursuant to this SECTION 2.2.1 by giving written notice to the Company
of such withdrawal. Subject to SECTION 2.2.2 below, the Company shall include in
such registration statement all such Registrable Shares so requested to be
included therein; provided, however, that the Company may at any time withdraw
or cease proceeding with any such registration if it shall at the same time
withdraw or cease proceeding with the registration of all other equity
securities originally proposed to be registered.
2.2.2 PRIORITY ON PIGGYBACK REGISTRATIONS.
(a) If a Piggyback Registration is an underwritten offering and was initiated by
the Company, and if the managing underwriter advises the Company that the
inclusion of Registrable Shares requested to be included in the Registration
Statement would cause an Adverse Effect, the Company shall include in such
registration statement (i) first, the securities the Company proposes to sell,
(ii) second, the Registrable Shares requested to be included in such
registration, pro rata among the Holders of such Registrable Shares on the basis
of the number of Registrable Shares owned by each such Holder, and (iii) third,
any other securities requested to be included in such registration. If as a
result of the provisions of this SECTION 2.2.2(a) any Holder shall not be
entitled to include all Registrable Shares in a registration that such Holder
has requested to be so included, such Holder may withdraw such Holder's request
to include Registrable Shares in such registration statement.
(b) If a Piggyback Registration is an underwritten offering and was initiated by
a security holder of the Company, and if the managing underwriter advises the
Company that the inclusion of Registrable Shares requested to be included in the
Registration Statement would cause an Adverse Effect, the Company shall include
in such registration statement (i) first, the securities requested to be
included therein by the security holders requesting such registration and the
Registrable Shares requested to be included in such registration, pro rata among
the holders of such securities on the basis of the number of securities owned by
each such holder, and (ii) second, any other securities requested to be included
in such registration (including securities to be sold for the account of the
Company). If as a result of the provisions of this SECTION 2.2.2(b) any Holder
shall not be entitled to include all Registrable Shares in a registration that
such Holder has requested to be so included, such Holder may withdraw such
Holder's request to include Registrable Shares in such registration statement.
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(c) No Holder may participate in any registration statement in respect of a
Piggyback Registration hereunder unless such Holder (x) agrees to sell such
Holder's Registrable Shares on the basis provided in any underwriting
arrangements approved by the Company and (y) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents, each in customary form, reasonably required under the terms of
such underwriting arrangements; provided, however, that no such Holder shall be
required to make any representations or warranties in connection with any such
registration other than representations and warranties as to (i) such Holder's
ownership of his or its Registrable Shares to be sold or transferred free and
clear of all liens, claims, and encumbrances, (ii) such Holder's power and
authority to effect such transfer, and (iii) such matters pertaining to
compliance with securities laws as may be reasonably requested; provided,
further, however, that the obligation of such Holder to indemnify pursuant to
any such underwriting arrangements shall be several, not joint and several,
among such Holders selling Registrable Shares, and the liability of each such
Holder will be in proportion to, and provided, further, that such liability will
be limited to, the net amount received by such Holder from the sale of his or
its Registrable Shares pursuant to such registration.
2.2.3 SELECTION OF UNDERWRITERS. If any Piggyback Registration is an
underwritten offering and any of the investment banking firms selected to manage
the offering was not one of the managers of the IPO, any such investment banking
firm shall not administer such offering if the Holders of a majority of the
Registrable Shares included in such Piggyback Registration are TAT or Affiliates
thereof and such Holders reasonably object thereto.
2.3 SEC FORM S-3. The Company shall use its commercially reasonable best
efforts to cause Demand Registrations to be registered on Form S-3 (or any
successor form) once the Company becomes eligible to use Form S-3, and if the
Company is not then eligible under the Securities Act to use Form S-3, Demand
Registrations shall be registered on the form for which the Company then
qualifies. The Company shall use its commercially reasonable best efforts to
become eligible to use Form S-3 and, after becoming eligible to use Form S-3,
shall use its commercially reasonable best efforts to remain so eligible.
2.4 HOLDBACK AGREEMENTS.
2.4.1 The Company shall not effect any public sale or distribution of its
equity securities, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven days prior to and during the
90-day period beginning on the effective date of any registration statement in
connection with a Demand Registration (other than a Shelf Registration) or a
Piggyback Registration, except pursuant to registrations on Form S-4 or Form S-8
or any successor form or unless the underwriters managing any such public
offering otherwise agree.
2.4.2 If any Holders of Registrable Shares notify the Company in writing
that they intend to effect an underwritten sale of Common Stock registered
pursuant to a Shelf Registration pursuant to ARTICLE 2 hereof, the Company shall
not effect any public sale or distribution of its equity securities, or any
securities convertible into or exchangeable or exercisable for its equity
securities, during the seven days prior to and during the 90-day period
beginning on the date
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such notice is received, except pursuant to registrations on Form S-4 or Form
S-8 or any successor form or unless the underwriters managing any such public
offering otherwise agree.
2.4.3 Each Holder agrees, in the event of an underwritten offering by the
Company (whether for the account of the Company or otherwise), not to offer,
sell, contract to sell or otherwise dispose of any Registrable Securities, or
any securities convertible into or exchangeable or exercisable for such
securities, including any sale pursuant to Rule 144 under the Securities Act
(except as part of such underwritten offering), during the seven days prior to,
and during the 90-day period (or such lesser period as the lead or managing
underwriters may require) beginning on, the effective date of the registration
statement for such underwritten offering (or, in the case of an offering
pursuant to an effective shelf registration statement pursuant to Rule 415, the
pricing date for such underwritten offering).
2.5 REGISTRATION PROCEDURES. Whenever any Holder has requested that any
Registrable Shares be registered pursuant to this Agreement, the Company will
use its commercially reasonable best efforts to effect the registration and the
sale of such Registrable Shares in accordance with the intended method of
disposition thereof as promptly as is practicable, and pursuant thereto the
Company will as expeditiously as possible:
(a) prepare and file with the SEC, pursuant to SECTION 2.1.1(b) with respect to
any Demand Registration, a registration statement on any appropriate form under
the Securities Act with respect to such Registrable Shares and use its
commercially reasonable best efforts to cause such registration statement to
become effective, provided that as far in advance as practicable before filing
such registration statement or any amendment thereto, the Company will furnish
to the selling Holders copies of reasonably complete drafts of all such
documents prepared to be filed (including exhibits), and any such Holder shall
have the opportunity to object to any information contained therein and the
Company will make corrections reasonably requested by such Holder with respect
to such information prior to filing any such registration statement or
amendment;
(b) except in the case of a Shelf Registration, prepare and file with the SEC
such amendments, post-effective amendments, and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary to
keep such registration statement effective for a period of not less than one
hundred eighty (180) days (or such lesser period as is necessary for the
underwriters in an underwritten offering to sell unsold allotments) and comply
with the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;
(c) in the case of a Shelf Registration, prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Shares subject thereto for a
period ending on the earlier of (x) 24 months after the effective date of such
registration statement and (y) the date on which all the Registrable Shares
subject thereto have been sold pursuant to such registration statement;
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(d) furnish to each seller of Registrable Shares and the underwriters of the
securities being registered such number of copies of such registration
statement, each amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary prospectus), any
documents incorporated by reference therein and such other documents as such
seller or underwriters may reasonably request in order to facilitate the
disposition of the Registrable Shares owned by such seller or the sale of such
securities by such underwriters (it being understood that, subject to SECTION
2.6 and the requirements of the Securities Act and applicable state securities
laws, the Company consents to the use of the prospectus and any amendment or
supplement thereto by each seller and the underwriters in connection with the
offering and sale of the Registrable Shares covered by the registration
statement of which such prospectus, amendment or supplement is a part);
(e) use its commercially reasonable best efforts to register or qualify such
Registrable Shares under such other securities or blue sky laws of such
jurisdictions as the managing underwriter reasonably requests (or, in the event
the registration statement does not relate to an underwritten offering, as the
holders of a majority of such Registrable Shares may reasonably request); use
its commercially reasonable best efforts to keep each such registration or
qualification (or exemption therefrom) effective during the period in which such
registration statement is required to be kept effective; and do any and all
other acts and things which may be reasonably necessary or advisable to enable
each seller to consummate the disposition of the Registrable Shares owned by
such seller in such jurisdictions (provided, however, that the Company will not
be required to (i) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subparagraph or (ii)
consent to general service of process in any such jurisdiction);
(f) promptly notify each seller and each underwriter and (if requested by any
such Person) confirm such notice in writing (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed and, with
respect to a registration statement or any post-effective amendment, when the
same has become effective, (ii) of the issuance by any state securities or other
regulatory authority of any order suspending the qualification or exemption from
qualification of any of the Registrable Shares under state securities or "blue
sky" laws or the initiation of any proceedings for that purpose, and (iii) of
the happening of any event which makes any statement made in a registration
statement or related prospectus untrue or which requires the making of any
changes in such registration statement, prospectus or documents so that they
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and, as promptly as practicable thereafter, prepare and
file with the SEC and furnish a supplement or amendment to such prospectus so
that, as thereafter deliverable to the purchasers of such Registrable Shares,
such prospectus will not contain any untrue statement of a material fact or omit
a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(g) permit any selling Holder, which in such Holder's sole and exclusive
judgment, might reasonably be deemed to be an underwriter or a controlling
person of the Company, to participate in the preparation of such registration or
comparable statement and to require the insertion
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therein of material, furnished to the Company in writing, which in the
reasonable judgment of such Holder and its counsel should be included;
(h) make reasonably available members of management of the Company, as selected
by the Holders of a majority of the Registrable Shares included in such
registration, for assistance in the selling effort relating to the Registrable
Shares covered by such registration, including, but not limited to, the
participation of such members of the Company's management in road show
presentations;
(i) otherwise use its commercially reasonable best efforts to comply with all
applicable rules and regulations of the SEC, including the Securities Act and
the Exchange Act and the rules and regulations promulgated thereunder, and make
generally available to the Company's security holders an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act no later than
thirty (30) days after the end of the twelve (12) month period beginning with
the first day of the Company's first fiscal quarter commencing after the
effective date of a registration statement, which earnings statement shall cover
said twelve (12) month period, and which requirement will be deemed to be
satisfied if the Company timely files complete and accurate information on Forms
10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158
under the Securities Act;
(j) if requested by the managing underwriter or any seller, promptly incorporate
in a prospectus supplement or post-effective amendment such information as the
managing underwriter or any seller reasonably requests to be included therein,
including, without limitation, with respect to the Registrable Shares being sold
by such seller, the purchase price being paid therefor by the underwriters and
with respect to any other terms of the underwritten offering of the Registrable
Shares to be sold in such offering, and promptly make all required filings of
such prospectus supplement or post-effective amendment;
(k) as promptly as practicable after filing with the SEC of any document which
is incorporated by reference into a registration statement (in the form in which
it was incorporated), deliver a copy of each such document to each seller;
(l) cooperate with the sellers and the managing underwriter to facilitate the
timely preparation and delivery of certificates (which shall not bear any
restrictive legends unless required under applicable law) representing
securities sold under any registration statement, and enable such securities to
be in such denominations and registered in such names as the managing
underwriter or such sellers may request and keep available and make available to
the Company's transfer agent prior to the effectiveness of such registration
statement a supply of such certificates;
(m) promptly make available for inspection by any seller, any underwriter
participating in any disposition pursuant to any registration statement, and any
attorney, accountant or other agent or representative retained by any such
seller or underwriter (collectively, the "INSPECTORS"), all financial and other
records, pertinent corporate documents and properties of the Company
(collectively, the "RECORDS"), as shall be reasonably necessary to enable them
to exercise their due diligence responsibility, and cause the Company's
officers, directors and employees to supply all information requested by any
such Inspector in connection with such registration
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statement; provided, however, that, unless the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in the registration
statement or the release of such Records is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction, the Company shall not be
required to provide any information under this subparagraph if (i) the Company
believes, after consultation with counsel for the Company, that to do so would
cause the Company to forfeit an attorney-client privilege that was applicable to
such information or (ii) if either (A) the Company has requested and been
granted from the SEC confidential treatment of such information contained in any
filing with the SEC or documents provided supplementally or otherwise or (B) the
Company reasonably determines in good faith that such Records are confidential
and so notifies the Inspectors in writing, unless prior to furnishing any such
information with respect to clause (ii) such Holder of Registrable Shares
requesting such information agrees to enter into a confidentiality agreement in
customary form and subject to customary exceptions; and provided, further, that
each Holder of Registrable Shares agrees that it will, upon learning that
disclosure of such Records is sought in a court of competent jurisdiction, give
notice to the Company and allow the Company, at its expense, to undertake
appropriate action and to prevent disclosure of the Records deemed confidential;
(n) furnish to each seller and underwriter a signed counterpart of (i) an
opinion or opinions of counsel to the Company, and (ii) a comfort letter or
comfort letters from the Company's independent public accountants, each in
customary form and covering such matters of the type customarily covered by
opinions or comfort letters, as the case may be, as the sellers or managing
underwriter reasonably requests;
(o) cause the Registrable Shares included in any registration statement to be
listed on each securities exchange, if any, on which similar securities issued
by the Company are then listed;
(p) provide a transfer agent and registrar for all Registrable Securities
registered hereunder;
(q) cooperate with each seller and each underwriter participating in the
disposition of such Registrable Shares and their respective counsel in
connection with any filings required to be made with the National Association of
Securities Dealers, Inc. ("NASD");
(r) during the period when the prospectus is required to be delivered under the
Securities Act, promptly file all documents required to be filed with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
(s) notify each seller of Registrable Shares promptly of any request by the SEC
for the amending or supplementing of such registration statement or prospectus
or for additional information;
(t) enter into such agreements (including underwriting agreements in the
managing underwriter's customary form) as are customary in connection with an
underwritten registration; and
(u) advise each seller of such Registrable Shares, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance of any stop order by
the SEC suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for such purpose and promptly use
its commercially reasonable best efforts to prevent the issuance of any stop
11
order or to obtain its withdrawal at the earliest possible moment if such stop
order should be issued.
2.6 SUSPENSION OF DISPOSITIONS. Each Holder agrees by acquisition of any
Registrable Shares that, upon receipt of any notice (a "SUSPENSION NOTICE") from
the Company of the happening of any event of the kind described in SECTION
2.5(f)(iii) such Holder will forthwith discontinue disposition of Registrable
Shares until such Holder's receipt of the copies of the supplemented or amended
prospectus, or until it is advised in writing (the "ADVICE") by the Company that
the use of the prospectus may be resumed, and has received copies of any
additional or supplemental filings which are incorporated by reference in the
prospectus, and, if so directed by the Company, such Holder will deliver to the
Company all copies, other than permanent file copies then in such Holder's
possession, of the prospectus covering such Registrable Shares current at the
time of receipt of such notice. In the event the Company shall give any such
notice, the time period regarding the effectiveness of registration statements
set forth in SECTIONS 2.5(b) AND 2.5(c) hereof shall be extended by the number
of days during the period from and including the date of the giving of the
Suspension Notice to and including the date when each seller of Registrable
Shares covered by such registration statement shall have received the copies of
the supplemented or amended prospectus or the Advice. The Company shall use its
commercially reasonable best efforts and take such actions as are reasonably
necessary to render the Advice as promptly as practicable.
2.7 REGISTRATION EXPENSES.
2.7.1 DEMAND REGISTRATIONS. All reasonable, out-of-pocket fees and expenses
incident to any Demand Registration including, without limitation, the Company's
performance of or compliance with this ARTICLE 2, all registration and filing
fees, all fees and expenses associated with filings required to be made with the
NASD (including, if applicable, the reasonable fees and expenses of any
"qualified independent underwriter" as such term is defined in Schedule E of the
Bylaws of the NASD, and of its counsel), as may be required by the rules and
regulations of the NASD, fees and expenses of compliance with securities or
"blue sky" laws (including reasonable fees and disbursements of counsel in
connection with "blue sky" qualifications of the Registrable Shares), rating
agency fees, printing expenses (including expenses of printing certificates for
the Registrable Shares in a form eligible for deposit with Depository Trust
Company and of printing prospectuses if the printing of prospectuses is
requested by a Holder of Registrable Shares), messenger and delivery expenses,
the fees and expenses incurred in connection with any listing or quotation of
the Registrable Shares, fees and expenses of counsel for the Company and its
independent certified public accountants (including the expenses of any special
audit or "cold comfort" letters required by or incident to such performance),
and the fees and expenses of any special experts retained by the Company in
connection with such registration, will be borne by the Company whether or not
any registration statement becomes effective, and any underwriting discounts,
commissions, or fees attributable to the sale of the Registrable Shares, will be
borne by the Holders pro rata on the basis of the number of shares so registered
and the fees and expenses of any counsel, accountants, or other persons retained
or employed by any Holder will be borne by such Holder.
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2.7.2 PIGGYBACK REGISTRATIONS. All fees and expenses incident to any
Piggyback Registration including, without limitation, the Company's performance
of or compliance with this ARTICLE 2, all registration and filing fees, all fees
and expenses associated with filings required to be made with the NASD
(including, if applicable, the reasonable fees and expenses of any "qualified
independent underwriter" as such term is defined in Schedule E of the Bylaws of
the NASD, and of its counsel), as may be required by the rules and regulations
of the NASD, fees and expenses of compliance with securities or "blue sky" laws
(including reasonable fees and disbursements of counsel in connection with "blue
sky" qualifications of the Registrable Shares), rating agency fees, printing
expenses (including expenses of printing certificates for the Registrable Shares
in a form eligible for deposit with Depository Trust Company and of printing
prospectuses), messenger and delivery expenses, the fees and expenses incurred
in connection with any listing or quotation of the Registrable Shares, fees and
expenses of counsel for the Company and its independent certified public
accountants (including the expenses of any special audit or "cold comfort"
letters required by or incident to such performance), the fees and expenses of
any special experts retained by the Company in connection with such
registration, and the fees and expenses of other persons retained by the
Company, will be borne by the Company (unless paid by a security holder that is
not a Holder for whose account the registration is being effected) whether or
not any registration statement becomes effective; provided, however, that any
underwriting discounts, commissions, or fees attributable to the sale of the
Registrable Shares will be borne by the Holders pro rata on the basis of the
number of shares so registered and the fees and expenses of any counsel,
accountants, or other persons retained or employed by any Holder will be borne
by such Holder.
2.8 INDEMNIFICATION.
2.8.1 The Company agrees to indemnify and reimburse, to the fullest extent
permitted by law, each seller of Registrable Shares, and each of its employees,
advisors, agents, representatives, partners, officers, and directors and each
Person who controls such seller (within the meaning of the Securities Act or the
Exchange Act) and any agent or investment advisor thereof (collectively, the
"SELLER AFFILIATES") (a) against any and all losses, claims, damages,
liabilities, and expenses, joint or several (including, without limitation,
attorneys' fees and disbursements except as limited by SECTION 2.8.3) based
upon, arising out of, related to or resulting from any untrue or alleged untrue
statement of a material fact contained in any registration statement,
prospectus, or preliminary prospectus or any amendment thereof or supplement
thereto, or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, (b)
against any and all loss, liability, claim, damage, and expense whatsoever, as
incurred, to the extent of the aggregate amount paid in settlement of any
litigation or investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon, arising out of,
related to or resulting from any such untrue statement or omission or alleged
untrue statement or omission, and (c) against any and all costs and expenses
(including reasonable fees and disbursements of counsel) as may be reasonably
incurred in investigating, preparing, or defending against any litigation, or
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon, arising out of, related to or
resulting from any such untrue statement or omission or alleged untrue statement
or omission, or such violation of the Securities Act or Exchange Act, to the
extent that any such expense or cost is not paid under subparagraph
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(a) or (b) above; except insofar as any such statements are made in reliance
upon and in strict conformity with information furnished in writing to the
Company by such seller or any Seller Affiliate for use therein or arise from
such seller's or any Seller Affiliate's failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after the Company has furnished such seller or Seller Affiliate with a
sufficient number of copies of the same. The reimbursements required by this
SECTION 2.8.1 will be made by periodic payments during the course of the
investigation or defense, as and when bills are received or expenses incurred.
2.8.2 In connection with any registration statement in which a seller of
Registrable Shares is participating, each such seller will furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the fullest extent permitted by law, each such seller will
indemnify the Company and each of its employees, advisors, agents,
representatives, partners, officers and directors and each Person who controls
the Company (within the meaning of the Securities Act or the Exchange Act) and
any agent or investment advisor thereof against any and all losses, claims,
damages, liabilities, and expenses (including, without limitation, reasonable
attorneys' fees and disbursements except as limited by SECTION 2.8.3) resulting
from any untrue statement or alleged untrue statement of a material fact
contained in the registration statement, prospectus, or any preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission is
contained in any information or affidavit so furnished in writing by such seller
or any of its Seller Affiliates specifically for inclusion in the registration
statement; provided that the obligation to indemnify will be several, not joint
and several, among such sellers of Registrable Shares, and the liability of each
such seller of Registrable Shares will be in proportion to, and will be limited
to, the net amount received by such seller from the sale of Registrable Shares
pursuant to such registration statement; provided, however, that such seller of
Registrable Shares shall not be liable in any such case to the extent that prior
to the filing of any such registration statement or prospectus or amendment
thereof or supplement thereto, such seller has furnished in writing to the
Company information expressly for use in such registration statement or
prospectus or any amendment thereof or supplement thereto which corrected or
made not misleading information previously furnished to the Company.
2.8.3 Any Person entitled to indemnification hereunder will (a) give prompt
written notice to the indemnifying party of any claim with respect to which it
seeks indemnification (provided that the failure to give such notice shall not
limit the rights of such Person) and (b) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided, however, that any person
entitled to indemnification hereunder shall have the right to employ separate
counsel and to participate in the defense of such claim, but the fees and
expenses of such counsel shall be at the expense of such person unless (x) the
indemnifying party has agreed to pay such fees or expenses, or (y) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such person. If
14
such defense is not assumed by the indemnifying party as permitted hereunder,
the indemnifying party will not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent will not be
unreasonably withheld). If such defense is assumed by the indemnifying party
pursuant to the provisions hereof, such indemnifying party shall not settle or
otherwise compromise the applicable claim unless (1) such settlement or
compromise contains a full and unconditional release of the indemnified party or
(2) the indemnified party otherwise consents in writing. An indemnifying party
who is not entitled to, or elects not to, assume the defense of a claim will not
be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party, a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim, in which event the indemnifying
party shall be obligated to pay the reasonable fees and disbursements of such
additional counsel or counsels.
2.8.4 Each party hereto agrees that, if for any reason the indemnification
provisions contemplated by SECTION 2.8.1 or SECTION 2.8.2 are unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses,
claims, damages, liabilities, or expenses (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
liabilities, or expenses (or actions in respect thereof) in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and the
indemnified party in connection with the actions which resulted in the losses,
claims, damages, liabilities or expenses as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and indemnified
party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by such
indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The parties hereto agree that it would not be just and
equitable if contribution pursuant to this SECTION 2.8.4 were determined by pro
rata allocation (even if the Holders or any underwriters or all of them were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in this
SECTION 2.8.4. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, liabilities, or expenses (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or, except as provided in SECTION 2.8.3, defending any such action
or claim. Notwithstanding the provisions of this SECTION 2.8.4, no Holder shall
be required to contribute an amount greater than the dollar amount by which the
net proceeds received by such Holder with respect to the sale of any Registrable
Shares exceeds the amount of damages which such Holder has otherwise been
required to pay by reason of any and all untrue or alleged untrue statements of
material fact or omissions or alleged omissions of material fact made in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto related to such sale of Registrable Shares. 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. The Holders'
obligations in this SECTION 2.8.4 to contribute shall be several in proportion
to the amount of Registrable Shares registered by them and not joint.
15
If indemnification is available under this SECTION 2.8, the indemnifying
parties shall indemnify each indemnified party to the full extent provided in
SECTION 2.8.1 and SECTION 2.8.2 without regard to the relative fault of said
indemnifying party or indemnified party or any other equitable consideration
provided for in this SECTION 2.8.4 subject, in the case of the Holders, to the
limited dollar amounts set forth in SECTION 2.8.2.
2.8.5 The indemnification and contribution provided for under this
Agreement will remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director, or
controlling Person of such indemnified party and will survive the transfer of
securities.
2.9 TRANSFER OF REGISTRATION RIGHTS. The rights of each Holder under this
Agreement may be assigned to any direct or indirect transferee of a Holder who
agrees in writing to be subject to and bound by all the terms and conditions of
this Agreement.
2.10 RULE 144. The Company will file the reports required to be filed by it
under the Securities Act and the Exchange Act and the rules and regulations
adopted by the SEC thereunder (or, if the Company is not required to file such
reports, will, upon the request of the Holders, make publicly available other
information) and will take such further action as the Holders may reasonably
request, all to the extent required from time to time to enable the Holders to
sell Common Stock without registration under the Securities Act within the
limitation of the exemptions provided by (i) Rule 144 under the Securities Act,
as such rule may be amended from time to time or (ii) any similar rule or
regulation hereafter adopted by the SEC. Upon the reasonable request of any
Holder, the Company will deliver to such parties a written statement as to
whether it has complied with such requirements and will, at its expense,
immediately upon the request of any such Holder, deliver to such Holder a
certificate, signed by the Company's principal financial officer, stating (a)
the Company's name, address and telephone number (including area code), (b) the
Company's Internal Revenue Service identification number, (c) the Company's SEC
file number, (d) the number of shares of each class of capital stock outstanding
as shown by the most recent report or statement published by the Company, and
(e) whether the Company has filed the reports required to be filed under the
Exchange Act for a period of at least ninety (90) days prior to the date of such
certificate and in addition has filed the most recent annual report required to
be filed thereunder.
2.11 PRESERVATION OF RIGHTS. The Company will not (a) grant any
registration rights to third parties which are more favorable than or
inconsistent with the rights granted hereunder or (b) enter into any agreement,
take any action, or permit any change to occur, with respect to its securities
that violates or subordinates the rights expressly granted to the Holders in
this Agreement.
ARTICLE 3
TERMINATION
3.1 TERMINATION. The Holders may exercise the registration rights granted
hereunder in such manner and proportions as they shall agree among themselves.
The registration rights hereunder
16
shall cease to apply to any particular Registrable Share when: (a) a
registration statement with respect to the sale of such shares of Common Stock
shall have become effective under the Securities Act and such shares of Common
Stock shall have been disposed of in accordance with such registration
statement; (b) such shares of Common Stock shall have been sold to the public
pursuant to Rule 144 under the Securities Act (or any successor provision); (c)
such shares of Common Stock shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them
shall not require registration or qualification of them under the Securities Act
or any similar state law then in force; (d) such shares shall have ceased to be
outstanding or (e) in the case of Registrable Shares held by a Holder that is
not TAT or any Affiliate thereof, such Holder holds less than three percent (3%)
of the then outstanding Registrable Shares and such Registrable Shares are
eligible for sale pursuant to Rule 144(k) under the Securities Act (or any
successor provision). The Company shall promptly upon the request of any Holder
furnish to such Holder evidence of the number of Registrable Shares then
outstanding.
ARTICLE 4
MISCELLANEOUS
4.1 NOTICES. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be given or
made (and shall be deemed to have been duly given or made upon receipt) by
delivery in person, by overnight courier service, by facsimile with receipt
confirmed (followed by delivery of an original via overnight courier service) or
by registered or certified mail (postage prepaid, return receipt requested) to
the respective parties at the following addresses (or at such other address for
a party as shall be specified in a notice given in accordance with this SECTION
4.1):
If to the Company: Limco-Piedmont Inc.
0000 Xxxxx Xxxxxx Xxx.
------------------------------ Xxxxx, Xxxxxxxx 00000
------------------------------
------------------------------
Xxxxx Xxxxxxxx,
Chief Executive
Attn: Officer
---------------
If to TAT: X.X. Xxx 00
Xxxxxx 00000, Xxxxxx
------------------------------
------------------------------
------------------------------
Dov Zeelim,
Attn: Chairman
---------------
17
If to any other Holder, the address indicated for such Holder in the
Company's stock transfer records with copies, so long as TAT owns any
Registrable Shares, to TAT as provided above.
Any notice or communication hereunder shall be deemed to have been given or
made as of the date so delivered if personally delivered; when answered back, if
telexed; when receipt is acknowledged, if telecopied; and five (5) calendar days
after mailing if sent by registered or certified mail (except that a notice of
change of address shall not be deemed to have been given until actually received
by the addressee).
Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.
4.2 AUTHORITY. Each of the parties hereto represents to the other that (a)
it has the corporate power and authority to execute, deliver and perform this
Agreement, (b) the execution, delivery and performance of this Agreement by it
has been duly authorized by all necessary corporate action and no such further
action is required, (c) it has duly and validly executed and delivered this
Agreement, and (d) this Agreement is a legal, valid and binding obligation,
enforceable against it in accordance with its terms subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and general equity principles.
4.3 GOVERNING LAW. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of Israel irrespective of
any choice of laws principles thereof.
4.4 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein,
this Agreement shall be binding upon and benefit the Company, each Holder, and
their respective successors and assigns.
4.5 SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced under any Law or as a matter of
public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties to this Agreement shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties as closely as possible in a
mutually acceptable manner in order that the transactions contemplated by this
Agreement be consummated as originally contemplated to the greatest extent
possible.
4.6 JURISDICTION.
18
4.6.1 DISPUTE RESOLUTION. Except as otherwise specifically provided in
this Agreement, in the event of any dispute, controversy or claim arising out of
or related to this Agreement or a breach hereof, whether based in contract,
tort, or statute, including its interpretation, scope, formation, performance or
termination ("DISPUTE"), the parties shall settle such Dispute in accordance
with the following:
(i) DISCUSSIONS. The parties shall first use their best
efforts to settle the Dispute by consulting and negotiating with each
other in good faith to reach a just and equitable solution satisfactory
to all parties;
(ii) ARBITRATION. If the Dispute is not resolved through
friendly discussions within 60 days of the date of the Dispute, the
Dispute shall be finally resolved by binding arbitration in the State
of Israel before an arbitrator appointed by the Israeli Manufacturers
Association.
4.6.2 CONSENT TO SERVICE. In connection with any litigation involving
any Dispute, the parties agree to accept service of process by mail to the
Notice addresses set forth in this Agreement.
4.7 WAIVERS. The observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) by the party entitled to enforce such term, but such waiver shall
be effective only if it is in a writing signed by the party against whom the
existence of such waiver is asserted. Unless otherwise expressly provided in
this Agreement, no delay or omission on the part of any party in exercising any
right or privilege under this Agreement shall operate as a waiver thereof, nor
shall any waiver on the part of any party of any right or privilege under this
Agreement operate as a waiver of any other right or privilege under this
Agreement nor shall any single or partial exercise of any right or privilege
preclude any other or further exercise thereof or the exercise of any other
right or privilege under this Agreement. No failure by either party to take any
action or assert any right or privilege hereunder shall be deemed to be a waiver
of such right or privilege in the event of the continuation or repetition of the
circumstances giving rise to such right unless expressly waived in writing by
the party against whom the existence of such waiver is asserted.
4.8 AMENDMENT. This Agreement may not be amended or modified in any respect
except by a written agreement signed by the Company, TAT (so long as TAT owns
any Common Stock) and the Holders of a majority of the then outstanding
Registrable Shares.
4.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the different parties to each such agreement in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by
facsimile or electronic mail shall be as effective as delivery of a manually
executed counterpart of any such Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed as of the date first written above.
LIMCO-PIEDMONT INC.
By:
----------------------------------
Name:
----------------------------------
Title:
----------------------------------
TAT TECHNOLOGIES LTD.
By:
----------------------------------
Name:
----------------------------------
Title:
----------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
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