AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This Amended and Restated Registration Rights Agreement, dated as of
July 10, 1998 (this "Agreement"), is made by and among Candlewood Hotel Company,
Inc., a Delaware corporation ("Candlewood" or the "Company"), Doubletree
Corporation, a Delaware corporation ("Doubletree"), Xx. Xxxx X. XxXxxx
("XxXxxx"), on behalf of himself and as representative of the Alexander Xxxx
XxXxxx Trust dated March 14, 1995 and the Xxxxxxxxxxx Xxxxx XxXxxx Trust dated
March 14, 1995 (collectively, the "Trusts"), the Xxxxxx X. Fix Family
Partnership, L.P. (the "Fix Partnership") and each of the parties set forth on
Schedule A attached hereto (collectively, the "Investors" and, together with
Candlewood, Doubletree, XxXxxx, the Trusts and the Fix Partnership, the
"Parties").
BACKGROUND
X. XxXxxx, Doubletree and the Fix Partnership had previously entered
into that certain Incorporation and Registration Rights Agreement dated
September 1, 1996 (the "Original Agreement").
B. The Company completed an initial public offering of Common Stock,
par value $0.01 per share (the "Common Stock"), of the Company on November 5,
1996 (the "Initial Public Offering").
C. In connection with the issuance and sale of shares of Series A
Cumulative Convertible Preferred Stock, par value $.01 per share (the "Series A
Preferred Stock"), of the Company pursuant to the Stock Purchase Agreement,
dated as of August 27, 1997, among the Company and the other parties signatory
thereto, the Original Agreement was terminated and the Company entered into the
Registration Rights Agreement, dated as of September 22, 1997 (the "Second
Registration Rights Agreement"), among the Company, XxXxxx, the Trusts, the Fix
Partnership and the other parties signatory thereto.
D. In connection with the issuance and sale of (i) shares of Series B
Cumulative Convertible Preferred Stock, par value $.01 per share (the "Series B
Preferred Stock"), of the Company and (ii) warrants (the "Warrants") exercisable
to purchase initially 336,000 shares of Common Stock at an initial exercise
price of $12.00 per share pursuant to the Securities Purchase Agreement, dated
as of June 30, 1998 (the "Securities Purchase Agreement"), among the Company and
the other parties signatory thereto, the Company has agreed to grant certain
registration rights with respect to the shares of Common Stock issuable upon the
conversion of the Series B Preferred Stock and the exercise of the Warrants.
E. The parties to the Second Registration Rights Agreement hereby
terminate the Second Registration Rights Agreement and enter into this Agreement
on the terms and subject to the conditions set forth below.
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NOW, THEREFORE, in consideration of the foregoing and intending to be
legally bound, the Parties agree as follows:
1. Certain Definitions. As used in this Agreement the following terms
shall have the following respective meanings:
"Commission" means the United States Securities and Exchange
Commission.
"Eligible Securities" means the shares of Common Stock (i) issued to
Doubletree, XxXxxx, the Trusts and the Fix Partnership upon the reorganization
of the Company from Candlewood Hotel Company, LLC to a Delaware corporation,
(ii) to be issued upon the conversion of the Series A Preferred Stock into
Common Stock, stock dividends paid with respect to such shares or issued in
exchange for or in lieu of such shares, (iii) issued or issuable upon exercise
of any Series A Purchase Warrants, (iv) to be issued upon (x) the conversion of
the Series B Preferred Stock into Common Stock and (y) the exercise of the
Warrants into Common Stock, and stock dividends paid with respect to such shares
or issued in exchange for or in lieu of such shares and (v) issued or issuable
upon exercise of any Series B Purchase Warrants ("Eligible Securities" described
in clause (ii) or (iii) being referred to collectively as "Series A Preferred
Eligible Securities" and "Eligible Securities" described in clause (iv) or (v)
being referred to collectively as "Series B Preferred Eligible Securities").
"Holder" means a registered holder of outstanding Eligible Securities
or securities convertible into or exercisable for Eligible Securities.
"Preferred Stock" means, collectively, the Series A Preferred Stock and
the Series B Preferred Stock.
"Purchase Warrants" means, collectively, the Series A Purchase Warrants
and the Series B Purchase Warrants.
"Securities Act" means the Securities Act of 1933 or any similar
Federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.
"Series A Certificate of Designation" means the Certificate of
Designations, Preferences and Relative, Participating, Optional and Other
Special Rights of Preferred Stock and Qualifications, Limitations and
Restrictions Thereof, dated September 22, 1997, relating to the Series A
Preferred Stock.
"Series A Preferred Stock" has the meaning set forth in the recitals to
this Agreement.
"Series A Purchase Warrant" means any warrant for the purchase of
Common Stock issued to any holder of Series A Preferred Stock in accordance with
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the terms of the Series A Certificate of Designation establishing the
preferences and rights of and the qualifications, limitations and restrictions
with respect to the Series A Preferred Stock.
"Series B Certificate of Designation" means the Certificate of
Designations, Preferences and Relative, Participating, Optional and Other
Special Rights of Preferred Stock and Qualifications, Limitations and
Restrictions Thereof, dated July 9, 1998, relating to the Series B Preferred
Stock.
"Series B Preferred Stock" has the meaning set forth in the recitals to
this Agreement.
"Series B Purchase Warrant" means any warrant for the purchase of
Common Stock issued to any holder of Series B Preferred Stock in accordance with
the terms of the Series B Certificate of Designation establishing the
preferences and rights of and the qualifications, limitations and restrictions
with respect to the Series B Preferred Stock.
"Warrants" has the meaning set forth in the recitals to this Agreement.
2. Required Registration.
(a) At any time after 90 days from the date of the issuance
and sale of the Series B Preferred Stock (i) Doubletree, (ii) Investors holding
at least 50% of the shares of the Series A Preferred Eligible Securities or
(iii) Investors holding at least 50% of the shares of Series B Preferred
Eligible Securities may deliver to the Company a written request that the
Company file and use its best efforts to cause to become effective a
registration statement under the Securities Act with respect to such number of
the Eligible Securities owned by Doubletree or the Investors as shall be
specified in such request (a "Registration Request"); provided, however, that
the Company shall not be obligated to effect any such registration pursuant to
subsections (ii) or (iii) on behalf of the Investors unless the anticipated
aggregate offering price, net of underwriting discounts and commissions, would
exceed $20,000,000. Except as otherwise provided in Section 2(b)(iv), 2(b)(v)
and 2(b)(vi) hereof, the Company shall not be required to file and use its best
efforts to cause to become effective, pursuant to a Registration Request under
this Section 2, (a) more than two registration statements at the demand of
Doubletree, (b) more than two registration statements at the demand of the
Investors holding shares of Series A Preferred Eligible Securities or (c) more
than two registration statements at the demand of Investors holding shares of
Series B Preferred Eligible Securities. The party or parties delivering a
Registration Request is hereinafter referred to as the "Requesting Holder." The
second Registration Request made by the Investors holding shares of Series A
Preferred Eligible Securities may be identified by such Requesting Holders as a
"Series A Priority Demand." The second Registration Request made by Investors
holding shares of Series B Preferred Eligible Securities may be identified by
such Requesting Holders as a "Series B Priority Demand".
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(b) As soon as practicable following the receipt of a
Registration Request, the Company will use its best efforts to register under
the Securities Act, for public sale in accordance with the method of disposition
specified in such Registration Request, the number of shares of Eligible
Securities specified in such Registration Request (and the number of Eligible
Securities specified in all notices received from Holders within 20 days after
their receipt of notice delivered pursuant to Section 4 hereof). The Company
will also be entitled to include in any registration statement filed pursuant to
a Registration Request, for sale in accordance with the method of disposition
specified in such Registration Request, such number of shares of Common Stock as
the Company shall desire to sell for its own account. If the method of sale
designated is an underwritten public offering, the managing underwriter or
underwriters must be reasonably acceptable to both the Requesting Holder, or the
holders of a majority of the Eligible Securities held by all parties comprising
the Requesting Holder if more than one party is the Requesting Holder, and the
Company, which acceptance shall not be unreasonably withheld. Notwithstanding
the foregoing provisions of this paragraph (b), to the extent that, in the
opinion of the underwriter or underwriters (if the method of disposition shall
be an underwritten public offering), marketing considerations require the
reduction of the number of shares of Common Stock covered by any such
registration, the number of shares of Common Stock to be registered and sold
pursuant to such registration shall be reduced as follows:
(i) The number of shares of Eligible Securities to be
registered on behalf of the Company shall be reduced (to zero, if
necessary);
(ii) The number of shares of Eligible Securities to
be registered on behalf of XxXxxx, the Trusts and the Fix Partnership
shall be reduced (to zero, if necessary) pro rata according to the
number of shares of Eligible Securities held by each;
(iii) The number of shares of Eligible Securities to
be registered on behalf of Doubletree and the Investors shall be
reduced pro rata according to the number of shares of Eligible
Securities held by each; provided, however, that in connection with a
Series A Priority Demand the number of shares of Eligible Securities
requested to be registered on behalf of the Investors shall only be
reduced after the number of shares requested to be registered by
Doubletree has been reduced to zero; and provided, further, that in
connection with a Series B Priority Demand the number of shares of
Eligible Securities requested to be registered on behalf of the
Investors shall only be reduced after the number of shares requested to
be registered by Doubletree has been reduced to zero;
(iv) Notwithstanding the foregoing, if in connection
with any Registration Request made by Doubletree, the number of
Eligible Securities requested to be registered by Doubletree shall have
been reduced, the number of Registration Requests granted to Doubletree
pursuant to clause 2(a) above shall be increased by one;
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(v) Notwithstanding the foregoing, if in connection
with any Registration Request made by the Investors holding shares of
Series A Preferred Eligible Securities, such Investors requesting
inclusion of Eligible Securities in such registration shall experience
a reduction in the number of such Eligible Securities by 10% or more,
the number of Registration Requests granted to the Investors holding
shares of Series A Preferred Eligible Securities pursuant to clause
2(a) above shall be increased by one;
(vi) Notwithstanding the foregoing, if in connection
with any Registration Request made by the Investors holding shares of
Series B Preferred Eligible Securities, such Investors requesting
inclusion of Eligible Securities in such registration shall experience
a reduction in the number of such Eligible Securities by 10% or more,
the number of Registration Requests granted to the Investors holding
shares of Series B Preferred Eligible Securities pursuant to clause
2(a) above shall be increased by one; and
(vii) In no event shall any registration of Common
Stock by the Company pursuant to Section (vi)(b) of the Series A
Certificate of Designation or Section (vi)(b) of the Series B
Certificate of Designation constitute a Registration Request allowable
to any Holder pursuant to clause 2(a) above.
(c) Notwithstanding the foregoing provisions of this Section
2, the Company shall not be obligated to file a registration statement at the
demand of any Holder pursuant to this Section 2 within 180 days following any
underwritten public offering of Common Stock or of securities of the Company
convertible into or exercisable or exchangeable for Common Stock.
(d) Notwithstanding anything to the contrary contained herein,
the exercise by any Holder of any right hereunder with respect to shares of
Series A Preferred Eligible Securities or shares of Series B Preferred Eligible
Securities, as the case may be, shall not effect or diminish any other rights of
such Holder hereunder with respect to any other securities of the Company held
by such Holder.
3. Shelf Registration on Form S-3.
(a) At any time after 90 days from the date of the issuance
and sale of the Series B Preferred Stock any Holder or Holders may deliver to
the Company a written request (a "Form S-3 Request") that the Company file and
use its best efforts to cause to become effective a "shelf" registration
statement on Form S-3 (or such equivalent successor form) under the Securities
Act for an offering to be made on a delayed or continuous basis pursuant to Rule
415 under the Securities Act (a "Shelf Registration Statement") with respect to
such number of Eligible Securities
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owned by the Holder or Holders as shall be specified in such request; (and the
number of Eligible Securities specified in all notices received from Holders
within 20 days after their receipt of notice delivered pursuant to Section 4
hereof); provided, however, that the Company shall not be obligated to effect
any such registration pursuant to this Section 3 unless the aggregate value of
the securities to be registered thereon would exceed $2,500,000. The Company
shall not be required to file and use its best efforts to cause to become
effective, pursuant to a Form S-3 Request under this Section 3, (a) more than
two Shelf Registration Statements at the request of Doubletree, (b) more than
two Shelf Registrations at the request of the Investors holding shares of Series
A Preferred Eligible Securities or (c) more than two Shelf Registrations at the
request of Investors holding shares of Series B Preferred Eligible Securities.
(b) As soon as practicable following the receipt of a Form S-3
Request, the Company will use its best efforts to register under the Securities
Act, for an offering to be made on a delayed or continuous basis pursuant to
Rule 415 of the Securities Act, the number of shares of Eligible Securities
specified in such Form S-3 Request (and the number of Eligible Securities
specified in all notices received from Holders within 20 days after their
receipt of notice delivered pursuant to Section 4 hereof). The Company will also
be entitled to include in any Shelf Registration Statement filed pursuant to
this Section 3 such number of shares of Common Stock as the Company shall desire
to sell for its own account.
4. Piggyback Registration.
(a) If the Company at any time proposes to register Common
Stock under the Securities Act for sale to the public (including registrations
pursuant to Section 2 or 3 hereof), whether for its own account or for the
account of other security holders or both (except registration statements on
Form X-0, X-0 or another form not available for registering the Eligible
Securities for sale to the public), each such time it will give written notice
to all Holders of its intention to do so. Upon the written request of any Holder
(a "Piggyback Request"), given within 20 days after receipt of any such notice,
to register any of its Eligible Securities, the Company will use its best
efforts to cause the Eligible Securities as to which registration shall have
been so requested to be covered by the registration statement proposed to be
filed by the Company.
(b) In the event that any registration statement described in
this Section 4 shall relate, in whole or in part, to an underwritten public
offering of shares of Common Stock, the Eligible Securities to be registered
must be sold through the same underwriters as have been selected by the Company
or agreed to pursuant to Section 2(b) hereof. Otherwise, the method of
distribution of the Eligible Securities to be sold by any Holder making a
Piggyback Request shall be as specified therein. Except in the case of a
registration statement filed pursuant to a Registration Request under Section 2
hereof or a Form S-3 Request made under Section 3 hereof, the number of shares
of Common Stock to be included in such registration statement on account of any
person (other than the Company) may be reduced if and to the extent
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that the underwriter or underwriters shall be of the opinion that such inclusion
would materially adversely affect the marketing of the total number of shares of
Common Stock proposed to be sold, and the number of shares to be registered and
sold by each person (other than the Company) shall be reduced pro rata according
to the relative number of fully diluted shares owned by such person.
Notwithstanding the foregoing provisions of this Section 4, the Company may
withdraw any registration statement referred to in this Section 4 without
thereby incurring any liability to any requesting Holder.
5. Registration Procedures. If and whenever the Company is required by
the provisions of Section 2, 3 or 4 to effect the registration of any Eligible
Securities under the Securities Act, the Company shall:
(a) prepare and file with the Commission a registration
statement with respect to such securities which will permit the public sale
thereof in accordance with the method of distribution specified in the
applicable Registration Request, and the Company shall use its best efforts (i)
to cause such registration statement to be filed within 60 days of receipt of
the Registration Request (ii) to cause such registration statement to be
declared effective as promptly as practicable and (iii) to maintain the
effectiveness of such registration statement for a period of not less than 90
days (or until such time as all securities sold thereunder shall have been sold,
in the case of a registration on Form S-3);
(b) promptly prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to effect and maintain the
effectiveness of such registration statement for the period specified in Section
5(a) and as to comply with the provisions of the Securities Act with respect to
the disposition of all Eligible Securities covered by such registration
statement in accordance with the intended method of disposition set forth in
such registration statement for such period, including such amendments or
supplements as are necessary to cure any untrue statement or omission referred
to in Section 5(e)(vi);
(c) provide to the managing underwriter or underwriters and
not more than one counsel for all underwriters and to the Holders of Eligible
Securities to be included in such registration statement and not more than one
counsel for all such Holders (such counsel to be reasonably acceptable to the
Company) the opportunity to participate in the preparation of (i) such
registration statement, (ii) each prospectus relating thereto and included
therein or filed with the Commission and (iii) each amendment or supplement
thereto;
(d) make available for inspection by the parties referred to
in Section 5(c) such financial and other information and books and records of
the Company, and cause the officers, directors and employees of the Company, and
counsel and independent certified public accountants of the Company, to respond
to such inquiries, as shall be reasonably necessary, in the judgment of
respective counsel to such Holders and such underwriter or underwriters, to
conduct a reasonable
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investigation within the meaning of the Securities Act; provided, however, that
each such person shall be required to retain in confidence and not to disclose
to any other person any information or records reasonably designated by the
Company in writing as being confidential until such time as such information
becomes a matter of public record (whether by virtue of its inclusion in such
registration statement or otherwise), unless (i) such person shall be required
to disclose such information pursuant to the subpoena or order of any court or
other governmental agency or body having jurisdiction over the matter or to the
National Association of Insurance Commissioners or (ii) such information is
required to be set forth in such registration statement or the prospectus
included therein or in an amendment to such registration statement or an
amendment or supplement to such prospectus in order that such registration
statement, prospectus, amendment or supplement, as the case may be, shall not
contain an untrue statement of a material fact or omit to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and such information has not been so set forth after the
request by a Holder to such effect; and provided, further, that the Company need
not make such information available, nor need it cause any officer, director or
employee to respond to such inquiry, unless each such Holder and such counsel,
upon the Company's request, execute and deliver to the Company an undertaking to
substantially the same effect contained in the immediately preceding proviso;
(e) immediately notify the persons referred to in Section 5(c)
and (if requested by any such person) confirm such advice in writing, (i) when
such registration statement or any prospectus included therein or any amendment
or supplement thereto has been filed and, with respect to such registration
statement or any such amendment, when the same has become effective, (ii) of any
material comments by the Commission with respect thereto or any request by the
Commission for amendments or supplements to such registration statement or
prospectus or for additional information, (iii) of the issuance by the
Commission of any stop order suspending the effectiveness of such registration
statement or the initiation of any proceedings for that purpose, (iv) if at any
time the representations and warranties of the Company contemplated by Section
5(l)(i) cease to be true and correct in all material respects, (v) of the
receipt by the Company of any notification with respect to the suspension of the
qualification of any Eligible Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose or (vi) at any time
when a prospectus is required to be delivered under the Securities Act, of the
occurrence or failure to occur of any event, or any other change in law, fact or
circumstance, as a result of which such registration statement, prospectus or
any amendment or supplement thereto, or any document incorporated by reference
in any of the foregoing, contains an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing;
(f) take reasonable efforts to obtain the withdrawal at the
earliest practicable date of any order suspending the effectiveness of such
registration statement or any post-effective amendment thereto;
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(g) if requested by the managing underwriter or underwriters
or the Holders of at least a majority of the Eligible Securities being sold in
connection with an underwritten public offering, promptly incorporate in a
prospectus supplement or post-effective amendment such information as such
managing underwriter or underwriters or such Holders reasonably specify should
be included therein relating to the terms of the sale of such Eligible
Securities, including, without limitation, information with respect to the
number of Eligible Securities being sold to such underwriters, the names and
descriptions of such Holders, the purchase price being paid therefor by such
underwriters and any other terms of the underwritten (or best efforts
underwritten) offering of the Eligible Securities to be sold in such offering,
and make all required filings of such prospectus supplement or post-effective
amendment promptly after notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment;
(h) furnish to each Holder of Eligible Securities included in
such registration and each underwriter and counsel for Holder, if any, thereof
an executed copy of such registration statement, each such amendment and
supplement thereto (in each case including all exhibits thereto, whether or not
such exhibits are incorporated by reference therein) and such number of copies
of the prospectus included in such registration statement (including each
preliminary prospectus and any summary prospectus) and each amendment or
supplement thereto, in conformity with the requirements of the Securities Act,
as such Holder and managing underwriter, if any, may reasonably request in order
to facilitate the disposition of such Eligible Securities by such Holder or by
the participating underwriters;
(i) use its best efforts to (i) register or qualify the
Eligible Securities to be included in such registration statement under such
other securities laws or blue sky laws of such jurisdictions as any Holder of
such Eligible Securities and each managing underwriter, if any, thereof shall
reasonably request, (ii) keep such registrations or qualifications in effect for
so long as is necessary to effect the disposition of such Eligible Securities in
the manner contemplated by the registration statement, the prospectus included
therein and any amendment or supplement thereto and (iii) take any and all such
actions as may be reasonably necessary or advisable to enable such Holder and
any participating underwriter or underwriters to consummate the disposition in
such jurisdictions of such Eligible Securities; provided, however, that the
Company shall not be required for any such purpose to (A) qualify generally to
do business as a foreign corporation or a broker-dealer in any jurisdiction
wherein it would not otherwise be required to qualify but for the requirements
of this Section 5(i), (B) subject itself to taxation in any such jurisdiction or
(C) consent to general service of process in any such jurisdiction;
(j) cooperate with the Holders of the Eligible Securities
included in such registration and the managing underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing
Eligible Securities to be sold, which certificates shall be printed,
lithographed or engraved, or produced by any combination of such methods, on
steel engraved borders and which shall not bear any restrictive legends; and, in
the case of an underwritten public offering, enable
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such Eligible Securities to be registered in such names as the underwriter or
underwriters may request at least two business days prior to any sale of such
Eligible Securities;
(k) provide not later than the effective date of the
registration statement a CUSIP number for all Eligible Securities;
(l) enter into an underwriting agreement, engagement letter,
agency agreement, "best efforts" underwriting agreement or similar agreement, as
appropriate, and take such other actions in connection therewith as the Holders
of at least a majority of the Eligible Securities to be included in such
registration shall reasonably request in order to expedite or facilitate the
disposition of such Eligible Securities, and in connection therewith, whether or
not an underwriting agreement is entered into and whether or not the
registration is an underwritten public offering, (i) make such representations
and warranties to the Holders of such Eligible Securities included in such
registration and the underwriters, if any, in form, substance and scope as are
customarily made in an underwritten public offering, (ii) obtain an opinion of
counsel to the Company in customary form and covering such matters as are
customarily covered by such an opinion as the Holder of at least a majority of
such Eligible Securities and the underwriters, if any, may reasonably request,
addressed to each participating Holder and the underwriters, if any, and dated
the effective date of such registration statement (or, if such registration
includes an underwritten public offering, dated the date of the closing under
the underwriting agreement); (iii) obtain a "cold comfort" letter from the
independent certified public accountants of the Company addressed to the Holders
of the Eligible Securities included in such registration and the underwriters,
if any, dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, also dated the date of
the closing under the underwriting agreement), such letter to be in customary
form and covering such matters as are customarily covered by such letters; (iv)
deliver such documents and certificates as may be reasonably requested by the
Holders of at least a majority of the Eligible Securities included in such
registration and the managing underwriter or underwriters, if any, to evidence
compliance with clause (i) above and with any customary conditions contained in
the underwriting agreement or other agreement entered into by the Company, and
(v) undertake such obligations relating to expense reimbursement,
indemnification and contribution as are provided in Sections 6, 7 and 8 hereof;
and
(m) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission.
Notwithstanding the provisions of Section 5(a), the Company's
obligation to file a registration statement, or cause such registration
statement to become effective, shall be suspended, without incurring any
liability to any Holder, for a period not to exceed 90 days if there exists at
the time material non-public information relating to the Company that, in the
reasonable opinion of the Company, should not be disclosed, provided that any
such suspension shall occur no more than once in any twelve (12)-month period.
In such an event, the Company shall promptly
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inform all Holders of the Company's decision to defer filing of a registration
statement and shall notify all Holders promptly (but in any event not later than
upon the expiration of the 90-day period specified in the immediately preceding
sentence) of the recommencement of the Company's efforts to file the
registration statement and to cause the registration statement to become
effective.
In connection with each registration of Eligible Securities hereunder,
the Holders thereof will furnish to the Company in writing such information with
respect to themselves and the proposed distribution by them as shall be
reasonably necessary in order to assure compliance with applicable federal and
state securities laws. Each such Holder also agrees to notify the Company as
promptly as practicable of any inaccuracy or change in information previously
furnished by such Holder to the Company or of the occurrence of any other event,
in either case as a result of which any prospectus relating to such registration
contains an untrue statement of a material fact regarding such Holder or the
distribution of such Eligible Securities or omits to state any material fact
regarding such Holder or the distribution of such Eligible Securities required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing, and promptly to furnish to the
Company any additional information required to correct and update such
previously furnished information or required so that such prospectus shall not
contain, with respect to such Holder or the distribution of such Eligible
Securities, an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in light of the circumstances then existing. Each such Holder
further agrees that upon giving any notice referred to in the immediately
preceding sentence, or upon receipt of any notice from the Company pursuant to
Section 5(e)(vi) hereof, such Holder shall forthwith discontinue the disposition
of Eligible Securities pursuant to the registration statement applicable to such
Eligible Securities until such Holder shall have received copies of an amended
or supplemented registration statement or prospectus, 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 Eligible Securities at the time of receipt of such
notice.
6. Expenses. The Company shall pay all expenses incurred in complying
with Sections 2, 3 and 4, including without limitation all registration and
filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees and expenses of one counsel
for the selling Holders, fees and expenses (including counsel fees) incurred in
connection with complying with state securities or "blue sky" laws (other than
those which by law must be paid by the selling security holders), fees of the
National Association of Securities Dealers, Inc., transfer taxes, fees of
transfer agents and registrars and stock exchange listing fees, but excluding
all underwriting discounts and selling commis sions applicable to the sale of
Eligible Securities. All expenses of participating sellers other than those
assumed by the Company in this Agreement shall be borne by such sellers in
proportion to the number of shares sold by each seller or as they may otherwise
agree.
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7. Indemnification.
(a) In the event of a registration of Eligible Securities
under the Securities Act pursuant to Section 2, 3 or 4, the Company shall
indemnify and hold harmless each selling Holder, each underwriter of such
Eligible Securities thereunder and each other person, if any, who controls such
selling Holder or underwriter within the meaning of the Securities Act, against
any losses, claims, damages or liabilities, joint or several, to which such
selling Holder, underwriter or controlling person may become subject under the
Securities Act or otherwise or in any action in respect thereof, and will
reimburse each such selling Holder, underwriter and controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action, as
such expenses are incurred, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any registration statement under which such Eligible Securities were registered
under the Securities Act pursuant to Section 2, 3 or 4, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, that the Company shall
not be liable to any such selling Holder, underwriter or controlling person in
any such case if and to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in conformity with information
furnished by such selling Holder, underwriter or controlling person in writing
specifically for use in such registration statement or prospectus.
(b) In the event of a registration of any of the Eligible
Securities under the Securities Act pursuant to Section 2, 3 or 4, each selling
Holder of such Eligible Securities, severally and not jointly, will indemnify
and hold harmless the Company, each underwriter and each person, if any, who
controls the Company or any underwriter within the meaning of the Securities
Act, each officer of the Company who signs the registration statement, each
director of the Company, each other seller of securities registered by the
registration statement covering such Eligible Securities and each person, if
any, who controls such seller, against all losses, claims, damages or
liabilities, joint or several, to which the Company or any such officer,
director, underwriter, other seller or controlling person may become subject
under the Securities Act or otherwise, and shall reimburse the Company and each
such officer, director, underwriter, other seller and controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action,
but only to the extent that any such loss, claim, damage or liability (or action
in respect thereof) arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with information pertaining to such Holder furnished in
writing to the Company by such Holder specifically for
13
use in the registration statement or prospectus relating to such Eligible
Securities. Notwithstanding the immediately preceding sentence, the liability of
each such Holder hereunder shall not in any event exceed the net proceeds
received by such Holder from the sale of Eligible Securities covered by such
registration statement.
(c) Promptly after receipt by an indemnified party hereunder
of notice of the commencement of any action, such indemnified party, if a claim
in respect thereof is to be made against an indemnifying party hereunder, shall
notify such indemnifying party in writing thereof, but the omission so to notify
such indemnifying party shall not relieve such indemnifying party from any
liability that it may have to any indemnified party other than under this
Section 7 and, unless the failure to so provide notice materially adversely
affects or prejudices such indemnifying party's defense against any action,
shall not relieve such indemnifying party from any liability that it may have to
any indemnified party under this Section 7. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the
defense thereof with counsel reasonably satisfactory to such indemnified party,
and, after notice from such indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, such indemnifying party
shall not be liable to such indemnified party under this Section 7 for any legal
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation and of liaison with
counsel so selected; provided, however, that, if the defendants in any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be reasonable
defenses available to it that are different from or additional to those
available to the indemnifying party or if the interests of the indemnified party
reasonably may be deemed to conflict with the interests of the indemnifying
party, the indemnified party shall have the right to select a separate counsel
and to assume and undertake the defense of such action, with the expenses and
fees of such separate counsel and other expenses related to such defense to be
reimbursed by the indemnifying party as incurred.
(d) No indemnifying party shall be liable for any amounts paid
in a settlement effected without the consent of such indemnifying party, which
consent shall not be unreasonably withheld. No indemnifying party shall consent
to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the plaintiff to the indemnified
party of a release from all liability in respect of such claim or litigation.
(e) The reimbursements required by this Section 7 shall be
made by periodic payment during the course of the investigation or defense, as
and when bills are received and expenses incurred.
8. Contribution. If for any reason the indemnity set forth in Section 7
is unavailable or is insufficient to hold harmless an indemnified party, then
the indemnifying party shall contribute to the amount paid or payable by such
14
indemnified party as a result of the aggregate losses, claims, damages,
liabilities and expenses of the nature contemplated by said indemnity (i) in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and such indemnified party on the other
(determined by reference to, among other things, whether the untrue statement of
a material fact or omission to state a material fact relates to information
supplied by the indemnifying party or such indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission), or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law or provides a lesser sum
to such indemnified party than the amount hereinafter calculated, in such
proportion as is appropriate to reflect not only the relative fault of the
indemnifying party and such indemnified party but also the relative benefits
received by the indemnifying party on the one hand and such indemnified party on
the other, as well as any other relevant equitable considerations.
The Company and the Parties agree that it would not be just and
equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable consideration referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or expenses referred to in such paragraph shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section, a Holder shall not be required to contribute any
amount in excess of the amount by which the net proceeds of the sale of Eligible
Securities sold by such Holder and distributed to the public exceeds the amount
of any damages which such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. 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
which is not guilty of such fraudulent misrepresentation.
9. Underwriting Agreement. If Eligible Securities are to be sold
pursuant to a registration statement in an underwritten offering pursuant to
Section 2, 3 or 4, the Company and each selling Holder of Eligible Securities
agrees to enter into a written agreement with the managing underwriter or
underwriters selected in the manner herein provided in such form and containing
such provisions as are reasonably satisfactory to the Company and each such
selling Holder and as are customary in the securities business for such an
arrangement among such underwriter or underwriters, each such selling Holder and
companies of the Company's size and investment stature. No Holder of Eligible
Securities may participate in any underwritten sale of Eligible Securities
pursuant to Section 2, 3 or 4 hereof unless such Holder agrees to sell such
Holder's securities in accordance with any underwriting arrangements approved by
the persons entitled hereunder to specify the method of distribution of the
securities being registered and completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.
15
Notwithstanding anything to the contrary contained herein, no Holder of Eligible
Securities shall be required to make any representations and warranties to the
Company or the underwriters other than representations or warranties regarding
the identity of such Holder, such Holder's Eligible Securities, such Holder's
ability to transfer title to such Holder's Eligible Securities and such Holder's
intended method of distribution or any other representations required by
applicable law.
10. Limitations on Subsequent Registration Rights. If, subsequent to
the date hereof, the Company grants to any holders or prospective holders of the
Company's securities the right to require that the Company register any
securities of the Company under the Securities Act, such registration rights
shall be granted subject to the rights of the Holders to include all or part of
their Eligible Securities in any such registration on the terms and conditions
set forth in Section 4.
11. Rule 144. The Company covenants with the Holders of Eligible
Securities that, if and to the extent the Company shall be required to do so
under the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, as the same may be amended and in effect at the time
(the "Exchange
16
Act"), the Company shall timely file the reports required to be filed by it
under the Exchange Act or the Securities Act (including, but not limited to, the
reports under Sections 13 and 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities
Act), all to the extent required from time to time to enable such Holder to sell
Eligible Securities without registration under the Securities Act within the
limitations of the exemption provided by Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission. Upon the request of any Holder of Eligible
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements.
12. Miscellaneous.
(a) All covenants and agreements contained in this Agreement
by or on behalf of any of the signatories shall bind and inure to the benefit of
the respective successors and permitted assigns of the signatories, whether so
expressed or not. If any permitted transferee of any Holder of Eligible
Securities shall acquire Eligible Securities in any manner (other than by way of
a registered public offering), whether by operation of law of otherwise, such
Eligible Securities shall be held subject to all of the terms of this Agreement,
and by taking and holding such Eligible Securities such transferee shall be
entitled to receive the benefits of and be conclusively deemed to have agreed to
be bound by and to perform all of the terms and provisions of this Agreement.
The benefits to which any such permitted transferee shall be entitled shall
include, without limitation, the rights to register Eligible Securities under
Sections 2, 3 and 4 hereof; provided, however, that any such permitted
transferee shall not be entitled to deliver to the Company a Registration
Request or a Form S-3 Request pursuant to Section 2 or 3 hereof unless such
permitted transferee acquired from its transferor (i) with respect to Eligible
Securities issued upon the conversion of Preferred Stock, at least 100,000
Eligible Securities; provided, however, that the transfer of registration rights
held pursuant to this Agreement to a partner, shareholder, equity holder or
officer of any Investor shall be without restriction as to minimum shareholding;
or (ii) with respect to all other Eligible Securities, at least a majority of
the Eligible Securities owned by such transferor at the time of transfer. If the
Company shall so request, any such successor or permitted assign shall agree in
writing to acquire and hold the Eligible Securities subject to all of the terms
hereof. This Section 12(a) shall not be deemed to create any right on the part
of any Holder to transfer Eligible Securities in contravention of any
restriction thereon contained in any other agreement to which such Holder is a
party.
(b) All notices, consents and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given when
(a) delivered by hand, (b) sent by telecopier (with receipt confirmed), provided
that a copy is mailed by registered mail, return receipt requested, or (c) when
received by the addressee, if sent by Express Mail, Federal Express or other
express delivery service (receipt requested), in each case to the appropriate
addresses and telecopier
17
numbers set forth below (or to such other addresses and telecopier numbers as a
party may designate as to itself by notice to the other parties):
(i) If to Doubletree: 000 Xxxxxxxxx Xxxx, Xxxxxxx,
XX, telecopier number (000) 000-0000, Attention: General Counsel.
(ii) If to the Company: Xxxxxxxxx Xxxxxx Xxxx, 0000
Xxxx Xxxxxxx, Xxxxxxx, Xxxxxx 00000, telecopier number (000) 000-0000,
Attention: President.
(iii) If to XxXxxx or the Trusts: Xxxxxxxxx Xxxxxx
Xxxx, 0000 Xxxx Xxxxxxx, Xxxxxxx, Xxxxxx 00000, telecopier number (316)
631-1333, Attention: Xxxx XxXxxx.
(iv) If to the Fix Partnership: Xxxxxxxxx Xxxxxx
Xxxx, 0000 Xxxx Xxxxxxx, Xxxxxxx, Xxxxxx 00000, telecopier number (316)
631-1333, Attention: Xxxxxx Fix.
(v) If to an Investor: at the address set forth on
Schedule A attached hereto.
(c) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
(d) This Agreement may not be amended or modified, and no
provision hereof may be waived, except in writing, and any such writing shall
only be effective with respect to a Party who has executed such writing. The
failure of any of the Parties to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver of that term or
deprive such Party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.
(e) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(f) The Parties acknowledge that there may be no adequate
remedy at law if any Party fails to perform any of its obligations hereunder and
that each Party may be irreparably harmed by any such failure, and accordingly
agree that each Party, in addition to any other remedy to which it may be
entitled in law or in equity, shall be entitled to compel specific performance
of the obligations of any other Party under this Agreement in accordance with
the terms and conditions of this Agreement in any court of the United States or
any state thereof having jurisdiction.
(g) The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
18
(h) In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be in any way impaired thereby,
it being intended that all of the rights and privileges of the Holders shall be
enforceable to the fullest extent permitted by law.
(i) This Agreement is intended by the Parties as a final
expression of their agreement and a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, warranties or
undertakings other than those set forth or referred to herein or therein. This
Agreement supersedes all prior agreements and understandings between the Parties
with respect to such subject matter. The Second Registration Rights Agreement,
as in existence prior to the execution hereof, is hereby terminated and is and
shall be after the date hereof null and void and of no further force and effect.
19
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
CANDLEWOOD HOTEL COMPANY, INC.
By: /s/ Xxxx XxXxxx
-------------------
Name: Xxxx X. XxXxxx
Title: Chief Executive Officer
DOUBLETREE CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-----------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXXX X. FIX FAMILY
PARTNERSHIP, L.P.
By: /s/ Xxxxxx X. Fix
---------------------
Name: Xxxxxx X. Fix
Title: General Partner
/s/ Xxxxxx X. Fix
-----------------
Xxxxxx X. Fix
XXXX X. XxXXXX, for himself and on
behalf of the XXXXXXXXX XxXXXX
TRUST DATED MARCH 14, 1995 and the
XXXXXXXXXXX XXXXX XxXXXX TRUST
DATED MARCH 14, 1995
/s/ Xxxx X. XxXxxx
------------------
Name: Xxxx X. XxXxxx
00
XXXXXXX XXXXXX XXXX XX, X.X.
By: OGP II, L.P., its General Partner
By: RSM, L.L.C., its General Partner
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
OLYMPUS EXECUTIVE FUND, L.P.
By: OEF, L.P., its General Partner
By: RSM, L.L.C., its General Partner
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, AS TRUSTEE OF THE
COMMINGLED PENSION TRUST FUND
(MULTI-MARKET SPECIAL INVESTMENT
FUND II) OF XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, AS TRUSTEE OF THE
MULTI-MARKET SPECIAL INVESTMENT
TRUST FUND OF XXXXXX GUARANTY
TRUST COMPANY OF NEW YORK
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
21
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, AS INVESTMENT
MANAGER AND AGENT FOR THE
XXXXXX X. XXXXX FOUNDATION (MULTI-
MARKET ACCOUNT)
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
CHASE VENTURE CAPITAL
ASSOCIATES, L.P.
By: Chase Capital Partners, its General
Partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
Title: General Partner
PRIVATE EQUITY INVESTORS III, L.P.
By: Xxxxx X. Xxxxx Associates III, LLC
General Partner
By: /s/ Xxxxx Xxxxx
-------------------
Name: Xxxxx Xxxxx
Title: Attorney-In-Fact
EQUITY-LINKED INVESTORS-II
By: Xxxxx Xxxxx Associates-II
General Partner
By: /s/ Xxxxx Xxxxx
-------------------
Name: Xxxxx Xxxxx
Title: Attorney-In-Fact
22
LNR CANDLEWOOD HOLDINGS, INC.
By: /s/ signature illegible
---------------------------
Name:
Title:
DELAWARE STATE EMPLOYEES'
RETIREMENT FUNDS
By: Pecks Management Partners Ltd.,
its Investment Advisor
By: /s/ signature illegible
---------------------------
Name:
Title:
DECLARATION OF TRUST FOR THE
DEFINED BENEFIT PLAN OF ZENECA
HOLDINGS INC.
By: Pecks Management Partners Ltd.,
its Investment Advisor
By: /s/ signature illegible
---------------------------
Name:
Title:
DECLARATION OF TRUST FOR THE
DEFINED BENEFIT PLAN OF ICI
AMERICAN HOLDINGS INC.
By: Pecks Management Partners Ltd.,
its Investment Advisor
By: /s/ signature illegible
---------------------------
Name:
Title:
23
X.X. XxXXXXXXX FAMILY TRUST
By: Pecks Management Partners Ltd.,
its Investment Advisor
By: /s/ signature illegible
---------------------------
Name:
Title:
ADVANCE CAPITAL PARTNERS, L.P.
By: Advance Capital Associates, L.P.
By: Advance Capital Management, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Principal
ADVANCE CAPITAL OFFSHORE
PARTNERS, L.P.
By: Advance Capital Offshore Associates,
LDC
By: Advance Capital Associates, L.P.
By: Advance Capital Management, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Principal
ALLIED CAPITAL CORPORATION
By: /s/ G. Xxxxxx Xxxxxxxx, III
-------------------------------
Name: G. Xxxxxx Xxxxxxxx, III
Title: Managing Director
24
ALLIED CAPITAL CORPORATION II
By: /s/ G. Xxxxxx Xxxxxxxx, III
-------------------------------
Name: G. Xxxxxx Xxxxxxxx, III
Title: Managing Director
THE FFJ 1997 NOMINEE TRUST
By: /s/ Xxxxxx X. Xxxxx
-----------------------
Name: Xxxxxx X. Xxxxx
Title: Trustee
THE MUTUAL LIFE INSURANCE
COMPANY OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
J. ROMEO & CO.
By: /s/ Xxxxx Xxxxxx
--------------------
Name: Xxxxx Xxxxxx
Title: Partner
HARBOR INVESTMENTS LTD.
By: Strong Capital Management, Inc.,
its Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President & Acting
General Counsel
25
STRONG SPECIAL INVESTMENT LIMITED
PARTNERSHIP
By: Strong Capital Management,. Inc., its
General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President & Acting
General Counsel
STRONG QUEST LIMITED PARTNERSHIP
By: Strong Capital Management,. Inc., its
General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President & Acting
General Counsel
/s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxx, Xx.
------------------------
Xxxxxx X. Xxxxx, Xx.
/s/ Xxxx Xxxxxxxx
-----------------
Xxxx Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------
Xxxxxx X. Xxxxxxx, Xx.
/s/ Xxxxxx Xxxxx
----------------
Xxxxxx Xxxxx
26
/s/ Xxxxxxx Xxxxxxx
-------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxx
----------------
Xxxxx Xxxxxx
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx
/s/ Xxxxx Xxxxx
---------------
Xxxxx Xxxxx
/s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------
Xxxxxx X. Xxxxxx, Xx.
/s/ Xxxxx Xxxxxxx
-----------------
Xxxxx Xxxxxxx
/s/ Xxxxx Xxxxxx
----------------
Xxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
----------------
Xxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
----------------
Xxxxx Xxxxxx
/s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx XxXxxxxx
--------------------
Xxxxxxx XxXxxxxx
27
/s/ Xxxxxx X. XxXxxxxxx
-----------------------
Xxxxxx X. XxXxxxxxx
/s/ Xxxxx X. Xxxxx
------------------
Xxxxx X. Xxxxx
/s/ Xxxx Xxxxx
--------------
Xxxx Xxxxx
/s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx
