SHAREHOLDERS AGREEMENT
EXHIBIT 4.4
THIS SHAREHOLDERS AGREEMENT (the “Agreement”), by and among Xxxxxxx Cable, Inc., a Delaware
corporation (together with any successor entity thereto, the “Company”), and the existing holders
of the Company’s common stock (the “Common Stock”) (including their successors and assigns) listed
on the signature pages hereto (collectively, the “Existing Holders”), will become effective and
dated as of the date of the consummation of the offering of the Company’s common stock under Rule
144A of the Securities Act of 1933, with Friedman, Billings, Xxxxxx & Co., Inc. (“FBR”), acting as
Initial Purchaser and/or Placement Agent, provided that such offering is consummated before October
31, 2006.
This Agreement is being executed in contemplation of the proposed purchase and sale or
placement of shares of the Company’s Common Stock (the “Private Placement”) pursuant to a
Purchase/Placement Agreement (the “Purchase/Placement Agreement”) to be entered into by and between
the Company and FBR. In connection with the Private Placement, the Company will enter into a
Registration Rights Agreement with FBR pursuant to which the Company will grant to the investors in
the Private Placement certain registration rights (the “Private Placement Registration Rights
Agreement”). The parties hereby agree as follows.
1. Definitions
Affiliate: As to any specified Person, (i) any Person directly or indirectly owning,
controlling or holding, with power to vote, 10% or more of the outstanding voting securities of
such other Person; (ii) any Person, 10% or more of whose outstanding voting securities are directly
or indirectly owned, controlled or held, with power to vote, by such other Person; (iii) any Person
directly or indirectly controlling, controlled by or under common control with such other Person;
(iv) any executive officer, director, trustee or general partner of such Person; and (v) any legal
entity for which such Person acts as an executive officer, director, trustee or general partner.
An indirect relationship shall include circumstances in which a Person’s spouse, children, parents,
siblings or mother, father, sister- or brother-in-law is or has been associated with a Person.
Business Day: With respect to any act to be performed hereunder, each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New
York or other applicable places where such act is to occur are authorized or obligated by
applicable law, regulation or executive order to close.
Commission: The Securities and Exchange Commission.
Common Stock: Shares of Common Stock of the Company.
Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated by the Commission pursuant thereto.
Existing Holder Registrable Shares: Shares of Common Stock held by Existing Holders
(including shares now owned or subsequently acquired by an Existing Holder, but excluding
shares of Common Stock, if any, purchased by an Existing Holder in the Private Placement) that are
eligible to be included in a Registration Statement, pursuant to the terms of this Agreement, at
the Existing Holder’s request, including any such shares received upon transfer thereof by the
original holder or any subsequent holder and any shares or other securities issued in respect of
such Existing Holder Registrable Shares by reason of or in connection with any stock dividend,
stock distribution, stock split, purchase in any rights offering or in connection with any exchange
for or replacement of such Existing Holder Registrable Shares or any combination of shares,
recapitalization, merger or consolidation, or any other equity securities issued pursuant to any
other pro rata distribution with respect to the Common Stock, until, in the case of any such
Existing Holder Registrable Shares, the earliest to occur of (i) the date on which such shares have
been sold pursuant to an effective Registration Statement and (ii) the date on which all such
Existing Holder Registrable Shares held by such Existing Holder may be sold in a three-month period
without registration under the Securities Act pursuant to Rule 144 under the Securities Act.
Investor Notice: Written notice from an Existing Holder notifying the Selling Existing Holder
that such Existing Holder intends to exercise its Right of First Refusal as to a portion of the
Transfer Stock with respect to any Proposed Existing Holder Transfer.
IPO Registration Statement: The registration statement of the Company relating to the initial
public offering of the Common Stock, including the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective amendments, all exhibits
thereto and all material incorporated by reference or deemed to be incorporated by reference, if
any, in such registration statement.
Issuer Free Writing Prospectus: An “issuer free writing prospectus” as defined in Rule 433
under the Securities Act.
NASD: The National Association of Securities Dealers, Inc.
Person: An individual, partnership, corporation, trust, unincorporated organization,
government or agency or political subdivision thereof, or any other legal entity.
Proceeding: An action, claim, suit or proceeding (including without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or, to the knowledge
of the Person subject thereto, threatened.
Proposed Existing Holder Transfer: Any assignment, sale, pledge, hypothecation, disposition
or other like transfer of any Transfer Stock (or any interest therein) proposed by any of the
Existing Holders.
Proposed Transfer Notice: Written notice from an Existing Holder setting forth the terms and
conditions of a Proposed Existing Holder Transfer.
Prospective Transferee: Any person to whom an Existing Holder proposes to make a Proposed
Existing Holder Transfer.
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Prospectus: The prospectus included in any Registration Statement, including any preliminary
prospectus, and all other amendments and supplements to any such prospectus, including
post-effective amendments, and all material incorporated by reference or deemed to be incorporated
by reference, if any, in such prospectus.
Registration Expenses: Any and all expenses incident to the performance of or compliance with
this Agreement, including, without limitation: (i) all Commission, securities exchange, NASD
registration, listing, inclusion and filing fees; (ii) all fees and expenses incurred in connection
with compliance with international, federal or state securities or blue sky laws (including,
without limitation, any registration, listing and filing fees and fees and disbursements of counsel
in connection with blue sky qualification of any of the Existing Holder Registrable Shares and the
preparation of a blue sky memorandum and compliance with the rules of the NASD); (iii) all expenses
in preparing or assisting in preparing, word processing, duplicating, printing, delivering and
distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any
underwriting agreements, securities sales agreements, certificates and any other documents relating
to the performance under and compliance with this Agreement; (iv) all fees and expenses incurred in
connection with the listing or inclusion of any of the Existing Holder Registrable Shares on any
securities exchange or The NASDAQ Stock Market, Inc. pursuant to Section 4.1(m) of this Agreement;
(v) the fees and disbursements of counsel for the Company and of the independent registered public
accounting firm of the Company (including, without limitation, the expenses of any special audit
and “cold comfort” letters required by or incident to the performance of this Agreement); (vi)
reasonable fees and disbursements of one counsel, reasonably acceptable to the Company, for the
Existing Holders, selected by the Existing Holders holding a majority of the Existing Holder
Registrable Shares (such counsel, “Selling Holders’ Counsel”); and (vii) any fees and disbursements
customarily paid in issues and sales of securities (including the fees and expenses of any experts
retained by the Company in connection with any Registration Statement); provided, however, that
Registration Expenses shall exclude brokers’ or underwriters’ discounts and commissions, if any,
relating to the sale or disposition of the Existing Holder Registrable Shares by a holder of such
shares.
Registration Statement: Any registration statement of the Company that covers the resale of
Existing Holder Registrable Shares pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement or Prospectus, including pre-
and post-effective amendments, all exhibits thereto and all material incorporated by reference or
deemed to be incorporated by reference, if any, in such registration statement.
Right of First Refusal: The right, but not an obligation, of the Existing Holders, or their
permitted transferees or assigns, to purchase some or all of the Transfer Stock with respect to a
Proposed Existing Holder Transfer, on the terms and conditions specified in the Proposed Transfer
Notice.
Rule 144: Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule
may be amended from time to time, or any similar rule or regulation hereafter adopted by the
Commission as a replacement thereto having substantially the same effect as such rule.
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Rule 158: Rule 158 promulgated by the Commission pursuant to the Securities Act, as such rule
may be amended from time to time, or any similar rule or regulation hereafter adopted by the
Commission as a replacement thereto having substantially the same effect as such rule.
Rule 415: Rule 415 promulgated by the Commission pursuant to the Securities Act, as such rule
may be amended from time to time, or any similar rule or regulation hereafter adopted by the
Commission as a replacement thereto having substantially the same effect as such rule.
Rule 424: Rule 424 promulgated by the Commission pursuant to the Securities Act, as such rule
may be amended from time to time, or any similar rule or regulation hereafter adopted by the
Commission as a replacement thereto having substantially the same effect as such rule.
Rule 429: Rule 429 promulgated by the Commission pursuant to the Securities Act, as such rule
may be amended from time to time, or any similar rule or regulation hereafter adopted by the
Commission as a replacement thereto having substantially the same effect as such rule.
Securities Act: The Securities Act of 1933, as amended, and the rules and regulations
promulgated by the Commission thereunder.
Selling Existing Holder: Any Existing Holder who proposes to transfer his or her Common Stock
by issuing a Proposed Transfer Notice.
Selling Holders’ Counsel: As defined above under “Registration Expenses.”
Transfer Stock: Shares of Common Stock held by an Existing Holder(including shares now owned
or subsequently acquired by an Existing Holder) including any such shares received upon transfer
thereof by the original holder or any subsequent holder and any shares or other securities issued
in respect of such Transfer Stock by reason of or in connection with any stock dividend, stock
distribution, stock split, purchase in any rights offering or in connection with any exchange for
or replacement of such Transfer Stock or any combination of shares, recapitalization, merger or
consolidation, or any other equity securities issued pursuant to any other pro rata distribution
with respect to the Common Stock, but excluding any shares of Preferred Stock or Common Stock
issued or issuable upon conversion of Preferred Stock.
Undersubscription Notice: Written notice from an Existing Holder notifying the Selling
Existing Holder that such Existing Holder intends to exercise its option to purchase all or any
portion of the Transfer Stock not purchased pursuant to the Right of First Refusal.
Underwritten Offering: A sale of securities of the Company to an underwriter or underwriters
for reoffering to the public.
2. Right of First Refusal
2.1 Grant. Each Selling Existing Holder hereby unconditionally and irrevocably grants to the
other Existing Holders a Right of First Refusal to purchase all or any portion of Transfer Stock
that such Selling Existing Holder may propose to transfer in a Proposed Existing
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Holder Transfer, at the same price and on the same terms and conditions as those offered to
the Prospective Transferee.
(a) Notice. Each Selling Existing Holder proposing to make a Proposed Existing Holder
Transfer must deliver a Proposed Transfer Notice to each other Existing Holder and the Company not
later than ten (10) days prior to the consummation of such Proposed Existing Holder Transfer. Such
Proposed Transfer Notice shall contain the material terms and conditions (including the price and
form of consideration or method of determining price (for example, the closing price on a specified
date)) of the Proposed Existing Holder Transfer and, except in the case of shares to be sold on an
established market, the identity of the Prospective Transferee. To exercise its Right of First
Refusal under this Section 2, the Existing Holder must deliver an Investor Notice to the Selling
Existing Holder and the Company within five (5) days after delivery of the Proposed Transfer
Notice.
(b) Undersubscription of Transfer Stock. If options to purchase have been exercised by the
Existing Holders with respect to some but not all of the Transfer Stock by the end of the five-day
period specified in the last sentence of Section 2.1(a) (the “Investor Notice Period”), then the
Company shall, immediately after the expiration of the Investor Notice Period, send written notice
(the “Company Undersubscription Notice”) to those Existing Holders who fully exercised their Right
of First Refusal within the Investor Notice Period (the “Exercising Investors”). Each Exercising
Investor shall, subject to the provisions of this Section 2.1(b), have an additional option to
purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock
on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an
Exercising Investor must deliver an Undersubscription Notice to the Selling Existing Holder and the
Company within three (3) days after the expiration of the Investor Notice Period. In the event
there are two or more such Exercising Investors that choose to exercise the last-mentioned option
for a total number of remaining shares in excess of the number available, the remaining shares
available for purchase under this Section 2.1(b) shall be allocated to such Exercising Investors
pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to
purchase pursuant to the Right of First Refusal (without giving effect to any shares of Transfer
Stock that any such Exercising Investor has elected to purchase pursuant to the Company
Undersubscription Notice). If the options to purchase the remaining shares are exercised in full
by the Exercising Investors, the Company shall immediately notify all of the Exercising Investors
and the Selling Existing Holder of that fact.
(c) Forfeiture of Rights. Notwithstanding the foregoing, if the total number of shares of
Transfer Stock that the Existing Holders have agreed to purchase in the Investor Notices and
Undersubscription Notices is less than the total number of shares of Transfer Stock, then the
Existing Holders shall be deemed to have forfeited any right to purchase such Transfer Stock, and
the Selling Existing Holder shall be free to sell all, but not less than all, of the Transfer Stock
to the Prospective Transferee (except in the case of a sale on an established market) on terms and
conditions substantially similar to (and in no event more favorable than) the terms and conditions
set forth in the Proposed Transfer Notice, it being understood and agreed that such sale shall be
consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the
Company and, if such sale is not consummated within such forty-five (45) day period, such sale
shall again become subject to the Right of First Refusal Right on the terms set forth herein.
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(d) Consideration; Closing. If the consideration proposed to be paid for the Transfer Stock
is in property, services or other non-cash consideration, the fair market value of the
consideration shall be as determined in good faith by the Company’s Board of Directors. If any
Existing Holder cannot for any reason pay for the Transfer Stock in the same form of non-cash
consideration, such Existing Holder may pay the cash value equivalent thereof, as determined in
good faith by the Board of Directors. The closing of the purchase of Transfer Stock by the
Existing Holders shall take place, and all payments from the Existing Holders shall have been
delivered to the Selling Existing Holder, by the later of (i) the date specified in the Proposed
Transfer Notice as the intended date of the Proposed Existing Holder Transfer and (ii) ten (10)
days after delivery of the Proposed Transfer Notice.
2.2 Exempt Transfers
(a) Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the
provisions of Sections 2.1 shall not apply: (i) in the case of an Existing Holder that is an
entity, upon a transfer by such Existing Holder to its stockholders, members, partners or other
equity holders or, in the case of a trust, its beneficiaries, (ii) to a repurchase of Transfer
Stock from an Existing Holder by the Company, (iii) to a pledge of Transfer Stock that creates a
mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in
writing in advance to be bound by and comply with all applicable provisions of this Agreement to
the same extent as if it were the Existing Holder making such pledge, (iv) in the case of an
Existing Holder that is a natural person, upon a transfer of Transfer Stock by such Existing Holder
made for bona fide estate planning purposes, either during his or her lifetime or on death by will
or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal
descendant of such Existing Holder (or his or her spouse) (all of the foregoing collectively
referred to as “family members”), or any other relative approved by the Board of Directors of the
Company, or any custodian or trustee of any trust, partnership or limited liability company for the
benefit of, or the ownership interests of which are owned wholly by, such Existing Holder or any
such family members or (v) to another Existing Holder; provided that in the case of clauses (i),
(iii) and (iv), the Existing Holder shall deliver prior written notice to the other Existing
Holders of such pledge, gift or transfer and such shares of Transfer Stock shall at all times
remain subject to the terms and restrictions set forth in this Agreement and such transferee shall,
as a condition to such issuance, deliver a counterpart signature page to this Agreement as
confirmation that such transferee shall be bound by all the terms and conditions of this Agreement
as an Existing Holder (but only with respect to the securities so transferred to the transferee),
including the obligations of an Existing Holder with respect to Proposed Existing Holder Transfers
of such Transfer Stock.
(b) Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the
provisions of Section 2 shall not apply to the sale of any Transfer Stock (i) to the public in an
offering pursuant to an effective registration statement under the Securities Act (a “Public
Offering”) or (ii) pursuant to any voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the Company.
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3. Registration Rights
3.1 Piggyback Registration Rights. Whenever the Company registers shares of Common Stock
under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or any
similar form for the registration of shares to be issued in connection with business combination
transactions or similar transactions or Form S-8 or any similar form for the registration of shares
to be issued pursuant to benefit plans or arrangements, or successor forms) and the registration
form to be used may be used for the registration of Existing Holder Registrable Shares (a
“Piggyback Registration”), the Company will give prompt written notice (and in any event at least
twenty (20) days prior to the filing of any Registration Statement) to the Existing Holders of its
intention to effect such a registration and will include in such Registration Statement all
Existing Holder Registrable Shares with respect to which the Company has received written requests
for inclusion therein within ten (10) days after the Company’s notice has been given, subject to
Section 3.2 hereof. The Company will have the right to select the managing underwriters in any
underwritten Piggyback Registration in which the Company is selling shares of Common Stock. The
Company shall have the right to terminate or withdraw any Registration Statement prior to the
effectiveness of such registration whether or not any Existing Holder has elected to include
Existing Holder Registrable Shares in such registration, and such termination or withdrawal shall
not create any additional rights for the Existing Holders or create any additional obligations of
the Company to such Existing Holders.
3.2 Underwriting. The Company shall advise all Existing Holders of the underwriter for the
Underwritten Offering proposed under a Registration Statement. The right of any such Existing
Holder’s Registrable Shares to be included in the Registration Statement shall be conditioned upon
such holder’s participation in such underwriting and the inclusion of such holder’s Existing Holder
Registrable Shares in the underwriting to the extent provided herein. All Existing Holders
proposing to distribute their Existing Holder Registrable Shares through such underwriting shall
enter into an underwriting agreement in customary form with the managing underwriter(s) selected
for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities,
securities escrow agreements and other documents reasonably required under the terms of such
underwriting, and furnish to the Company such information as the Company may reasonably request in
writing for inclusion in the Registration Statement; provided, however, that no Existing Holder
shall be required to make any representations or warranties to or agreements with the Company or
the underwriters other than representations, warranties or agreements regarding such Existing
Holder and certain reasonable representations customarily given in an underwritten offering by a
selling shareholder, including, but not limited to, title, authority and such holder’s intended
method of distribution. Notwithstanding any other provision of this Agreement, if the managing
underwriter(s) determine(s) in good faith that marketing (or other) factors require a limitation on
the number of shares to be included, then the managing underwriter(s) may exclude shares (including
any or all Existing Holder Registrable Shares) from the Registration Statement and Underwritten
Offering, and any shares included in such Registration Statement and Underwritten Offering shall be
allocated first, to the Company, second, solely in connection with the IPO
Registration Statement, to holders entitled to include shares in the IPO Registration Statement
pursuant to the terms of the Private Placement Registration Rights Agreement, third, to G.
Xxxx Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx and their respective affiliates (on a pro
rata basis based on the total number of Existing Holder Registrable Shares then held by such
Existing
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Holder who is requesting inclusion), fourth, to each of the Existing Holders
requesting inclusion of their Existing Holder Registrable Shares in such IPO Registration Statement
(on a pro rata basis based on the total number of Existing Holder Registrable Shares then held by
such Existing Holder who is requesting inclusion), and fifth, to other shareholders that
may be granted registration rights in accordance with the terms hereof and the Private Placement
Registration Rights Agreement.
3.3 Market Standoff. Other than as to Existing Holder Registrable Shares to be included in
the IPO Registration Statement, each Existing Holder agrees not to effect any public sale or
distribution of securities of the Company of the same or similar class or classes of the securities
included in the IPO Registration Statement or any securities convertible into or exchangeable or
exercisable for such securities (including a sale pursuant to Rule 144 or Rule 144A under the
Securities Act) during such periods as reasonably requested by the underwriters (but in no event
for a period longer than 30 days prior to and 180 days following the effective date of the IPO
Registration Statement) and agrees to enter into the managing underwriter’s standard and customary
form of market stand-off agreement in connection with the IPO Registration Statement.
3.4 Expenses. The Company shall pay all Registration Expenses in connection with the
registration of the Existing Holder Registrable Shares pursuant to this Agreement. Each Existing
Holder participating in a registration pursuant to this Agreement shall bear such holder’s
proportionate share (based on the total number of Existing Holder Registrable Shares sold in such
registration) of all discounts and commissions payable to underwriters or brokers in connection
with a registration of Existing Holder Registrable Shares pursuant to this Agreement.
4. Registration Procedures
4.1 Subject to the terms of this Agreement, and subject to the obligations of the Company
under the Private Placement Registration Rights Agreement, in connection with any Piggyback
Registration, the Company shall:
(a) notify Selling Holders’ Counsel, in writing, at least ten (10) Business Days prior to
filing a Registration Statement, of its intention to file a Registration Statement with the
Commission and provide a copy of the Registration Statement to Selling Holders’ Counsel for review
and comment; take commercially reasonable steps to ensure that the Registration Statement(s) shall
(i) comply as to form in all material respects with the requirements of the applicable form and
include all financial statements required by the Commission to be filed therewith and (ii) be
reasonably acceptable to Selling Holders’ Counsel;
(b) furnish to the Existing Holders, without charge, as many copies of each Prospectus,
including each preliminary Prospectus, and any amendment or supplement thereto and such other
documents as such holder may reasonably request, in order to facilitate the public sale or other
disposition of the Existing Holder Registrable Shares; the Company consents to the use of such
Prospectus, including each preliminary Prospectus, by the Existing Holders, if any, in connection
with the offering and sale of the Existing Holder Registrable Shares covered by any such
Prospectus;
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(c) use its commercially reasonable efforts to register or qualify, or obtain exemption from
registration or qualification for, all Existing Holder Registrable Shares by the time the
applicable Registration Statement is declared effective by the Commission under all applicable
state securities or “blue sky” laws of such jurisdictions as any Existing Holder of Existing Holder
Registrable Shares covered by a Registration Statement shall reasonably request in writing, keep
each such registration or qualification or exemption effective during the period such Registration
Statement is effective and do any and all other acts and things that may be reasonably necessary or
advisable to enable such Existing Holder to consummate the disposition in each such jurisdiction of
such Registrable Shares owned by such holder; provided, however, that the Company shall 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 Section 4.1(c) except as may be required by the Securities Act,
(ii) subject itself to taxation in any such jurisdiction, or (iii) submit to the general service of
process in any such jurisdiction;
(d) use its commercially reasonable efforts to cause all Existing Holder Registrable Shares
covered by such Registration Statement to be registered and approved by such other governmental
agencies or authorities as may be necessary to enable the Existing Holders thereof to consummate
the disposition of such Existing Holder Registrable Shares;
(e) (i) notify each Existing Holder promptly and, if requested by any Existing Holder, confirm
such advice in writing (A) when a Registration Statement has become effective and when any
post-effective amendments and supplements thereto become effective, (B) of the issuance by the
Commission or any state securities authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose, (C) of any request by
the Commission or any other federal, state or foreign governmental authority for (I) amendments or
supplements to a Registration Statement or related Prospectus or (II) additional information and
(D) of the happening of any event during the period a Registration Statement is effective as a
result of which such Registration Statement or the related Prospectus or any document incorporated
by reference therein contains any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements therein not
misleading (which information shall be accompanied by an instruction to suspend the use of the
Prospectus until the requisite changes have been made) and (ii) at the request of any such Existing
Holder, promptly to furnish to such Existing Holder a reasonable number of copies of a supplement
to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the
purchaser of such securities, such Prospectus shall not include 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;
(f) make every reasonable effort to avoid the issuance of, or if issued, to obtain the
withdrawal of, any order enjoining or suspending the use or effectiveness of a Registration
Statement or suspending of the qualification (or exemption from qualification) of any of the
Existing Holder Registrable Shares for sale in any jurisdiction, as promptly as practicable;
(g) upon request, furnish to each requesting holder of Existing Holder Registrable Shares,
without charge, at least one conformed copy of each Registration Statement and any post-effective
amendment or supplement thereto (without documents incorporated therein by reference or exhibits
thereto, unless requested);
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(h) except as provided in Section 5 upon the occurrence of any event contemplated by Section
4.1(e)(i)(D) hereof, as promptly as practicable prepare and file with the Commission a supplement
or post-effective amendment to a Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Existing Holder Registrable Shares, such Prospectus will not
contain any 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, in the light of the circumstances under
which they were made, not misleading;
(i) if requested by the representative of the underwriters, if any, or any Existing Holders of
Existing Holder Registrable Shares being sold in connection with such offering, (i) promptly
incorporate in a Prospectus supplement or post-effective amendment such information as the
representative of the underwriters, if any, or such Existing Holders indicate relates to them or
that they reasonably request be included therein and (ii) make all required filings of such
Prospectus supplement or such post-effective amendment as soon as practicable after the Company has
received notification of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;
(j) in the case of an Underwritten Offering, use its commercially reasonable efforts to
furnish to the underwriters a signed counterpart, addressed to each the underwriters, of: (i) an
opinion of counsel for the Company, dated the date of each closing under the underwriting
agreement, reasonably satisfactory to the underwriters; and (ii) a “comfort” letter, dated the
effective date of such Registration Statement and the date of each closing under the underwriting
agreement, signed by the independent public accountants who have certified the Company’s financial
statements included in such Registration Statement, covering substantially the same matters with
respect to such Registration Statement (and the Prospectus included therein) and with respect to
events subsequent to the date of such financial statements, as are customarily covered in
accountants’ letters delivered to underwriters in underwritten public offerings of securities and
such other financial matters as the underwriters may reasonably request;
(k) enter into customary agreements (including in the case of an Underwritten Offering, an
underwriting agreement in customary form) and take all other action in connection therewith in
order to expedite or facilitate the distribution of any Existing Holder Registrable Shares included
in such Registration Statement and, in the case of an Underwritten Offering, make representations
and warranties to the underwriters in such form and scope as are customarily made by issuers to
underwriters in underwritten offerings and confirm the same to the extent customary if and when
requested;
(l) make available for inspection by representatives of the Existing Holders and the
representative of any underwriters participating in any disposition pursuant to a Registration
Statement and any special counsel or accountants retained by such holders or underwriters, all
financial and other records, pertinent corporate documents and properties of the Company and cause
the respective officers, directors and employees of the Company to supply all information
reasonably requested by any such representatives, the representative of the underwriters, counsel
thereto or accountants in connection with a Registration Statement; provided, however, that such
records, documents or information that the Company determines, in good faith, to be confidential
and notifies such representatives, representative of the underwriters, counsel thereto or
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accountants are confidential shall not be disclosed by the representatives, representative of
the underwriters, counsel thereto or accountants unless (i) the disclosure of such records,
documents or information is necessary to avoid or correct a misstatement or omission in a
Registration Statement or Prospectus, (ii) the release of such records, documents or information is
ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) such
records, documents or information have been generally made available to the public;
(m) use its commercially reasonable efforts (including, without limitation, seeking to cure
any deficiencies cited by the exchange or market in the Company’s listing or inclusion application)
to list or include all Existing Holder Registrable Shares on any stock exchange or market on which
the Common Stock is then listed or to be listed;
(n) (i) otherwise use its commercially reasonable efforts to comply with all applicable rules
and regulations of the Commission, (ii) make generally available to its shareholders, as soon as
reasonably practicable, earnings statements covering at least 12 months that satisfy the provisions
of Section 11(a) of the Securities Act and Rule 158 (or any similar rule promulgated under the
Securities Act) thereunder, but in no event later than 90 days after the end of each fiscal year of
the Company and (iii) not file any Registration Statement or Prospectus or amendment or supplement
to such Registration Statement or Prospectus to which any holder of Existing Holder Registrable
Shares covered by any Registration Statement shall have reasonably objected on the grounds that
such Registration Statement or Prospectus or amendment or supplement does not comply in all
material respects with the requirements of the Securities Act;
(o) provide and cause to be maintained a registrar and transfer agent for all registrable
shares covered by any Registration Statement from and after a date not later than the effective
date of such Registration Statement; and
(p) in connection with any sale or transfer of the Existing Holder Registrable Shares (whether
or not pursuant to a Registration Statement) that will result in the securities being delivered no
longer being Existing Holder Registrable Shares, cooperate with the Existing Holders and the
representative of the underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing the Existing Holder Registrable Shares to be sold, which certificates
shall not bear any transfer restrictive legends and to enable such Registrable Shares to be in such
denominations and registered in such names as the representative of the underwriters, if any, or
the Existing Holders may request.
The Company may require the Existing Holders to furnish to the Company such information
regarding the proposed distribution by such holder of such Existing Holder Registrable Shares as
the Company may from time to time reasonably request in writing or as shall be required to effect
the registration of the Existing Holder Registrable Shares, and no Existing Holder shall be
entitled to be named as a selling shareholder in any Registration Statement and no Existing Holder
shall be entitled to use the Prospectus forming a part thereof if such holder does not provide such
information to the Company. Each Existing Holder further agrees to furnish promptly to the Company
in writing all information required from time to time to make the information previously furnished
by such holder not misleading.
11
Each Existing Holder agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 4.1(e)(i)(C)(I) or 4.1(e)(i)(D) hereof, such holder
will immediately discontinue disposition of Existing Holder Registrable Shares pursuant to a
Registration Statement until such holder’s receipt of the copies of the supplemented or amended
Prospectus. If so directed by the Company, such holder will deliver to the Company (at the expense
of the Company) all copies in its possession, other than permanent file copies then in such
holder’s possession, of the Prospectus covering such Existing Holder Registrable Shares current at
the time of receipt of such notice.
5. Black-Out Period
5.1 Subject to the provisions of this Section 5, the Company, by written notice to the
Existing Holders, may direct the Existing Holders to suspend sales of the Existing Holder
Registrable Shares pursuant to a Registration Statement for such times as the Company reasonably
may determine is necessary and advisable if any of the following events shall occur: (i) the Board
of Directors of the Company shall have determined in good faith that (A) the offer or sale of any
Existing Holder Registrable Shares would materially impede, delay or interfere with any proposed
financing, offer or sale of securities, acquisition, merger, tender offer, business combination,
corporate reorganization or other significant transaction involving the Company, (B) after the
advice of counsel, the sale of Existing Holder Registrable Shares pursuant to the Registration
Statement would require disclosure of non-public material information not otherwise required to be
disclosed under applicable law, and (C) (I) the Company has a bona fide business purpose for
preserving the confidentiality of such transaction, (II) disclosure would have a material adverse
effect on the Company or the Company’s ability to consummate such transaction, or (III) renders the
Company unable to comply with Commission requirements, in each case under circumstances that would
make it impractical or inadvisable to cause the Registration Statement (or such filings) to become
effective or to promptly amend or supplement the Registration Statement on a post-effective basis,
as applicable; or (ii) the Board of Directors of the Company shall have determined in good faith,
after the advice of counsel, that it is required by law, rule or regulation or that it is in the
best interests of the Company to supplement the Registration Statement or file a post-effective
amendment to the Registration Statement in order to incorporate information into the Registration
Statement for the purpose of (A) including in the Registration Statement any prospectus required
under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the
Registration Statement any facts or events arising after the effective date of the Registration
Statement (or of the most recent post-effective amendment) that, individually or in the aggregate,
represents a fundamental change in the information set forth therein; or (C) including in the
prospectus included in the Registration Statement any material information with respect to the plan
of distribution not disclosed in the Registration Statement or any material change to such
information.
5.2 In the case of an event that causes the Company to suspend the use of a Registration
Statement (a “Suspension Event”), the Company shall give written notice (a “Suspension Notice”) to
the Existing Holders to suspend sales of the Existing Holder Registrable Shares. The Existing
Holders shall not effect any sales of the Existing Holder Registrable Shares pursuant to such
Registration Statement (or such filings) at any time after it has received a Suspension Notice from
the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed
by the Company, each Existing Holder will deliver to the
12
Company (at the expense of the Company) all copies other than permanent file copies then in
such holder’s possession of the Prospectus covering the Existing Holder Registrable Shares at the
time of receipt of the Suspension Notice. The Existing Holders may recommence effecting sales of
the Existing Holder Registrable Shares pursuant to the Registration Statement (or such filings)
following further notice to such effect (an “End of Suspension Notice”) from the Company, which End
of Suspension Notice shall be given by the Company to the Existing Holders in the manner described
above promptly following the conclusion of any Suspension Event and its effect.
6. Indemnification and Contribution
6.1 The Company agrees to indemnify and hold harmless (i) each holder of Existing Holder
Registrable Shares, (ii) each Person, if any, who controls (within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act) any such Person described in clause (i) (any
of the Persons referred to in this clause (ii) being hereinafter referred to as a “Controlling
Person”), and (iii) the respective officers, directors, partners, employees, representatives and
agents of any such Person or any Controlling Person (any Person referred to in clause (i), (ii) or
(iii) above may hereinafter be referred to as an “Indemnitee”), to the fullest extent lawful, from
and against any and all losses, claims, damages, judgments, actions, out-of-pocket expenses, and
other liabilities (the “Liabilities”), including without limitation and as incurred, reimbursement
of all reasonable costs of investigating, preparing, pursuing or defending any claim or action, or
any investigation or proceeding by any governmental agency or body, commenced or threatened,
including the reasonable fees and expenses of counsel to any Indemnitee, joint or several, directly
or indirectly related to, based upon, arising out of or in connection with any untrue statement or
alleged untrue statement of a material fact contained in any Registration Statement (or any
amendment thereto), any Prospectus (or any amendment or supplement thereto) or any Issuer Free
Writing Prospectus (or any amendment or supplement thereto), or any preliminary Prospectus, or any
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading, except insofar as such Liabilities arise out of or are based upon any untrue
statement or omission or alleged untrue statement or omission made in reliance upon and in
conformity with information relating to any Indemnitee furnished to the Company or any underwriter
in writing by such Indemnitee expressly for use therein. The indemnity provided for herein shall
remain in full force and effect regardless of any investigation made by or on behalf of any
Indemnitee.
6.2 In connection with any Registration Statement in which a holder of Existing Holder
Registrable Shares is participating, such holder agrees, severally and not jointly, to indemnify
and hold harmless the Company, each Person who controls the Company within the meaning of Section
15 of the Securities Act or Section 20(a) of the Exchange Act and the respective partners,
directors, officers, members, representatives, employees and agents of such Person or Controlling
Person to the same extent as the foregoing indemnity from the Company to each Indemnitee, but only
with reference to untrue statements or omissions or alleged untrue statements or omissions made in
reliance upon and conformity with information relating to such holder furnished to the Company in
writing by such holder expressly for use in such Registration Statement (or any amendment thereto),
Prospectus (or any amendment or supplement thereto), Issuer Free Writing Prospectus (or any
amendment or supplement thereto) or any preliminary
13
Prospectus. The liability of any holder pursuant to this paragraph shall in no event exceed
the net proceeds received by such holder from sales of Existing Holder Registrable Shares pursuant
to such Registration Statement (or any amendment thereto), Prospectus (or any amendment or
supplement thereto), Issuer Free Writing Prospectus (or any amendment or supplement thereto) or any
preliminary Prospectus.
6.3 If any Proceeding (including any governmental or regulatory investigation) or demand shall
be brought or asserted against any Person in respect of which indemnity may be sought pursuant to
Section 6.1 or 6.2 above, such Person (the “Indemnified Party”) shall promptly notify the Person
against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement
thereof (but the failure to so notify an Indemnifying Party shall not relieve it from any liability
which it may have under this Section 6, except to the extent the Indemnifying Party is materially
prejudiced by the failure to give notice), and the Indemnifying Party, upon request of the
Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to
represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in
such Proceeding and shall pay the reasonable fees and expenses actually incurred by such counsel
related to such Proceeding. Notwithstanding the foregoing, in any such Proceeding, any Indemnified
Party shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party, unless (i) the Indemnifying Party and the
Indemnified Party shall have mutually agreed in writing to the contrary, (ii) the Indemnifying
Party failed within a reasonable time after notice of commencement of the action to assume the
defense and employ counsel reasonably satisfactory to the Indemnified Party, (iii) the Indemnifying
Party and its counsel do not pursue the defense of such action or (iv) the named parties to any
such action (including any impleaded parties) include both such Indemnified Party and Indemnifying
Party, or any Affiliate of the Indemnifying Party, and such Indemnified Party shall have been
reasonably advised by counsel that, either (A) there may be one or more legal defenses available to
it which are different from or additional to those available to the Indemnifying Party or such
Affiliate of the Indemnifying Party which defenses are not being pursued on behalf of the
Indemnified Party or (B) a conflict may exist between such Indemnified Party and the Indemnifying
Party or such Affiliate of the Indemnifying Party (in which case the Indemnifying Party shall not
have the right to assume nor direct the defense of such action on behalf of such Indemnified Party;
it being understood, however, that the Indemnifying Party shall not, in connection with any one
such action or separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the fees and expenses
of more than one separate firm of attorneys (in addition to any local counsel) for all such
Indemnified Parties, which firm shall be designated in writing by those Indemnified Parties who
sold a majority of the Existing Holder Registrable Shares sold by all such Indemnified Parties and
any such separate firm for the Company, the directors, the officers and such control Persons of the
Company as shall be designated in writing by the Company). The Indemnifying Party shall not be
liable for any settlement of any Proceeding effected without its written consent, but if settled
with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees
to indemnify any Indemnified Party from and against any Liability by reason of such settlement or
judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party,
effect any settlement of any pending or threatened Proceeding in respect of which any Indemnified
Party is or could have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement
14
includes an unconditional release of such Indemnified Party from all liability on claims that
are the subject matter of such Proceeding.
6.4 If the indemnification provided for in Sections 6.1 and 6.2 is for any reason held to be
unavailable to an Indemnified Party in respect of any Liabilities referred to therein (other than
by reason of the exceptions provided therein) or is insufficient to hold harmless a party
indemnified thereunder, then each Indemnifying Party under such paragraphs, in lieu of indemnifying
such Indemnified Party thereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Liabilities (i) in such proportion as is appropriate to
reflect the relative benefits of the Indemnified Party on the one hand and the Indemnifying
Party(ies) on the other in connection with the statements or omissions that resulted in such
Liabilities, or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Indemnifying Party(ies) and the Indemnified
Party, as well as any other relevant equitable considerations. The relative fault of the Company
on the one hand and any Indemnitees on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company or by such
Indemnitees and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
6.5 The parties agree that it would not be just and equitable if contribution pursuant to this
Section 6 were determined by pro rata allocation (even if such Indemnified Parties were treated as
one entity for such purpose), or by any other method of allocation that does not take account of
the equitable considerations referred to in Section 6.4 above. The amount paid or payable by an
Indemnified Party as a result of any Liabilities referred to in Section 6.4 shall be deemed to
include, subject to the limitations set forth above, any reasonable legal or other expenses
actually incurred by such Indemnified Party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 6, in no event shall a Indemnitee
be required to contribute any amount in excess of the amount by which the net proceeds received by
such Indemnitee from sales of Existing Holder Registrable Shares, as applicable, exceeds the amount
of any damages that such Indemnitee has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. For purposes of this Section 6, each
Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act) a holder of Existing Holder Registrable Shares shall have the same
rights to contribution as such holder, and each Person, if any, who controls (within the meaning of
Section 15 of the Securities Act or Section 20(a) of the Exchange Act) the Company, and each
officer, director, partner, employee, representative, agent or manager of the Company shall have
the same rights to contribution as the Company. Any party entitled to contribution will, promptly
after receipt of notice of commencement of any action, suit or proceeding against such party in
respect of which a claim for contribution may be made against another party or parties, notify each
party or parties from whom contribution may be sought, but the omission to so notify such party or
parties shall not relieve the party or parties from whom contribution may be sought from any
obligation it or they may have under this Section 6 or otherwise, except to the extent that any
party is materially prejudiced by the failure to give notice. No Person guilty of fraudulent
misrepresentation (within
15
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.
6.6 The indemnity and contribution agreements contained in this Section 6 will be in addition
to any liability which the Indemnifying Parties may otherwise have to the Indemnified Parties
referred to above. The Indemnitee’s obligations to contribute pursuant to this Section 6 are
several in proportion to the respective number of Shares sold by each of the Indemnitees hereunder
and not joint.
7. Miscellaneous
7.1 Remedies. In the event of a breach by the Company of any of its obligations under this
Agreement, each Existing Holder, in addition to being entitled to exercise all rights provided
herein or granted by law, including recovery of damages, will be entitled to specific performance
of its rights under this Agreement. Subject to Section 6, the Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that a remedy at law
would be adequate.
7.2 Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given, without the written consent of the holders
of two-thirds of the shares subject to this Agreement. No amendment shall be deemed effective
unless it applies uniformly to all Existing Holders. Notwithstanding the foregoing, a waiver or
consent to or departure from the provisions hereof with respect to a matter that relates
exclusively to the rights of an Existing Holder whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair, limit or compromise
the rights of other holders may be given by such holder; provided that the provisions of this
sentence may not be amended, modified or supplemented except in accordance with the provisions of
the immediately preceding sentence.
7.3 Notices. All notices and other communications given or made pursuant to this Agreement
shall be in writing and shall be deemed effectively given and received: (a) upon personal delivery
to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during
normal business hours of the recipient, and if not so confirmed, then on the next business day, (c)
five (5) days after having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight
courier, specifying next business day delivery, with written verification of receipt:
(a) if to an Existing Holder, at the most current address given by the transfer agent and
registrar of the Shares to the Company; and
(b) if to the Company at the offices of the Company at Xxxxxxx Cable, Inc., 0000 Xxxxxxx
Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Xxxx Xxxxxx (facsimile (000) 000-0000); with a copy
(which shall not constitute notice) to Xxxxx Xxxxx Xxxx & Maw LLP, 71 South
00
Xxxxxx Xxxxx, Xxxxxxx, XX 00000, Attention: Xxxxx X. Xxxxxxxx, Esq. (facsimile (000)
000-0000).
7.4 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties hereto, including, without limitation and without
the need for an express assignment or assumption, subsequent Existing Holders.
7.5 Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.
7.6 Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.
7.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF ILLINOIS, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF
ILLINOIS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE COURT IN THE STATE OF ILLINOIS OR ANY FEDERAL
COURT SITTING IN ILLINOIS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
7.8 Severability. If any term, provision, covenant or restriction of this Agreement is held
by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall
use their commercially reasonable efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties hereto that
they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
7.9 Entire Agreement. This Agreement is intended by the parties hereto as a final expression
of their agreement, and is intended to be a complete and exclusive statement of the
17
agreement and understanding of the parties hereto in respect of the subject matter contained
herein.
7.10 Adjustment for Stock Splits, etc. Wherever in this Agreement there is a reference to a
specific number of shares, then upon the occurrence of any subdivision, combination, or stock
dividend of such shares, the specific number of shares payable with respect to any such Registrable
Shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect
the effect on the outstanding shares of such class or series of stock by such subdivision,
combination, or stock dividend.
7.11 Survival. This Agreement shall remain in full force and effect in accordance with its
terms until the seventh anniversary of the initial closing of the Private Placement , although it
may be terminated earlier with the written consent of the holders of two-thirds of the shares
subject to this Agreement. The indemnification and contribution obligations under Section 6 of
this Agreement shall survive the termination of the Company’s obligations under Section 3 of this
Agreement.
[Signature page follows]
18
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date specified
above.
| COMPANY: | ||||
| XXXXXXX CABLE, INC. | ||||
| /s/ Xxxxxxx X. Xxxxxx
Executive Vice President, Chief Financial Officer, Secretary and Treasurer |
||||
| STOCKHOLDERS: | ||||
| /s/ Xxxxxxx X. Xxxxxx | ||||
| /s/ Xxxxxxxxx Xxxxxxxxx | ||||
| /s/ Xxxxxxx Xxxxxxxxx | ||||
| /s/ Hertz Hasenfeld | ||||
| /s/ Xxxxxxx X. Xxxxxxxx | ||||
| /s/ Xxxxxxxx Xxxxxxxx | ||||
| /s/ Xxxxxx Xxxxxxxx | ||||
| /s/ Xxxxxx X. Xxxxxxxx | ||||
| /s/ Xxxxxx Xxxxx | ||||
| /s/ Xxxxxx Xxxxx | ||||
| /s/ Xxxxx Xxxxxx | ||||
| /s/ Xxxxxx Xxxxxx | ||||
| /s/ Xxxxx Xxxxxx | ||||
| /s/ Xxxxxxx Xxxxxx | ||||
| /s/ Xxxxx Xxxxxx | ||||
| /s/ Xxxxx Xxxxxx | ||||
| /s/ Xxxxx Xxxxx | ||||
| /s/ Xxxxx Xxxxx | ||||
| /s/ Xxxxxx Xxxxx | ||||
| /s/ Xxxxx Xxxxx | ||||
| /s/ G. Xxxx Xxxxxx | ||||
19
| THE DB 2006 TRUST | ||||
| /s/ Xxxxx Xxxxxxxxx | ||||
| /s/ Xxxxxxx Xxxxxxxx | ||||
| /s/ Xxxxxx X. Xxxxxxxxx | ||||
| The N & F TRUST 766 | ||||
| /s/ Xxxxx Xxxxx | ||||
| /s/ Xxxxxx Xxxx | ||||
| THE MB 2006 TRUST | ||||
| /s/ Xxxx Xxxxxxxxx | ||||
| /s/ Xxxxxxx Xxxxxxxx | ||||
| /s/ Xxxxxx X. Xxxxxxxxx | ||||
| THE A & Z HASENFELD TRUST | ||||
| /s/ Xxxxx Xxxxxxxxx | ||||
| /s/ Xxxxxx Xxxx | ||||
| THE XXXXXXX XXXXXXXXX TRUST | ||||
| /s/ Xxxxxxxx Xxxxxxxxx | ||||
| /s/ Xxxxxx Xxxxxx | ||||
| THE HERTZ & XXXXX XXXXXXXXX TRUST | ||||
| /s/ Xxxxx Xxxxxxxxx | ||||
| /s/ Xxxxxx Xxxxxx | ||||
20
