AGREEMENT TO TERMINATE
REGISTRATION RIGHTS AGREEMENT
This Agreement to Terminate Registration Rights Agreement (this
"Agreement"), dated as of August 5, 2005, by and between The Xxxxxx X. XxXxxx
Testamentary Trust (the "Trust") and The St. Xxx Company, a Florida corporation
(the "Company").
1. Introduction. The Trust and the Company have entered into a
Registration Rights Agreement, dated as of December 16, 1997, an Amendment No. 1
thereto, dated as of January 26, 1998, an Amendment No. 2 thereto, dated May 24,
2002, an Amendment No. 3 thereto, dated September 5, 2003, and an Amendment Xx.
0, xxxxx xx xx Xxxxxxxx 00, 0000 (xx amended, the "Registration Rights
Agreement"), which governs, among other things, certain terms and conditions of
the sale of Shares of the Company's Common Stock Beneficially Owned by the
Trust, from time to time, in registered public offerings. The Trust currently
owns less than five percent (5%) of the Company's outstanding Common Stock. As a
result, the Trust and the Company believe that it is in their best interests to
terminate the Registration Rights Agreement, as prescribed below.
2. Definitions. Capitalized terms used but not otherwise defined herein
shall have the respective meanings ascribed to them in the Registration Rights
Agreement.
3. Termination of Registration Rights Agreement. The Registration Rights
Agreement is hereby terminated effective August 5, 2005; provided, however, the
provisions contained in Section 2.7 of the Registration Rights Agreement shall
survive and remain in effect notwithstanding such termination.
4. Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original, but all of
such counterparts shall together constitute one and the same instrument.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by the respective officers thereunto duly authorized as of the
date first written above.
THE XXXXXX X. XXXXXX XXXXX-
MENTARY TRUST
By: /s/ Xxxxxxx X. Xxxxxxxx
Trustee
THE ST. XXX COMPANY
By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Chairman and CEO
2
