EXHIBIT B
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Execution Copy
REGISTRATION RIGHTS AGREEMENT
by and among
CLAXSON INTERACTIVE GROUP INC.
(formerly known as New Site Inc.);
1945 PTVI LLC and
1947 PTVI LLC
(as indirect assignees of Newhaven Overseas Corp.);
HICKS, MUSE, XXXX & XXXXX LATIN AMERICA FUND, L.P.;
XXXXX, MUSE XXXX & XXXXX LATIN AMERICA PRIVATE FUND, L.P.;
HMLA 1-SBS COINVESTORS, L.P.;
IMPSAT FIBER NETWORKS, INC.;
XXXXXXXXX LIMITED;
RC LIMITED;
XXX.XXX INC.;
TOWER PLUS INTERNATIONAL;
XXXXXXX X. VIVO-CHANETON;
XXXXXXX XXXXXXX-XXXXXX;
AND
XXXX X. XXXXXX III
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REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT, dated as of September 21, 2001 (the "Agreement"), is
entered into by and among Claxson Interactive Group Inc., formerly known as New
Site Inc., a British Virgin Islands international business company (the
"Company"); 1947 PTVI LLC ("Carlyle") and 1945 PTVI LLC ("Carlton"), together
the indirect assignees of Newhaven Overseas Corp. (Carlyle and Carlton together,
"Carlyle/Carlton"); Hicks, Muse, Xxxx & Xxxxx Latin America Fund, L.P. ("HMTF
I"); Hicks, Muse, Xxxx & Xxxxx Latin America Private Fund, L.P. ("HMTF II");
HMLA 1-SBS Coinvestors L.P. ("HMTF III," and, together with HMTF I and HMTF II,
"Xxxxx Muse"); IMPSAT Fiber Networks, Inc.; Xxxxxxxxx Limited; RC Limited;
XXX.xxx Inc.; Tower Plus International; Xxxxxxx X. Vivo-Chaneton; and Xxxxxxx
Xxxxxxx-Xxxxxx (together with IMPSAT Fiber Networks, Inc., Xxxxxxxxx Limited, RC
Limited, XXX.xxx Inc., Tower Plus International, Xxxxxxx X. Vivo-Chaneton, and
Xxxx X. Xxxxxx III, the "El Sitio Founders") (the foregoing parties other than
the Company and their successors being collectively referred to as the
"Shareholders").
W I T N E S S E T H:
WHEREAS, on the date hereof (the "Closing"), the Shareholders are
receiving the Company's Class A Common Shares, par value U.S.$0.01 per share
(the "Common Shares");
WHEREAS, concurrently herewith, the Company and the Shareholders
have executed an agreement relating to board representation, transfers and other
matters in relation to their holding of the Common Shares (the "Holdco
Agreement");
WHEREAS, in order to induce the Shareholders to make the
contributions and exchanges described in the Combination Agreement, dated as of
October 30, 2000, as amended by Amendment No. 1 thereto, dated as of June 26,
2001 and Amendment No. 2, dated as of August 7, 2001, by and among the Company,
Carlyle/Carlton, Xxxxx Muse, Ibero-American Media Partners II, Ltd. and El
Sitio, Inc. (the "Combination Agreement"), and in connection with such
contributions, the Company and the Shareholders wish to establish certain
agreements relating to the grant by the Company to the Shareholders of
registration and other related rights.
NOW, THEREFORE, in consideration of the premises, mutual covenants
and agreements herein contained and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
ARTICLE 1. Certain Definitions.
For the purposes of this Agreement, the following terms shall have
the respective meanings set forth below:
"Affiliate" shall have the meaning ascribed thereto in Rule 12b-2
promulgated under the U.S. Securities Exchange Act of 1934, as amended.
"Board" means the Board of Directors of the Company.
"Commission" means the U.S. Securities and Exchange Commission.
"Dollars" or "U.S.$" means the currency of the United States.
"Effective Period" means the period during which all of the
Restricted Shares are eligible for sale pursuant to Rule 144(k) (or any
successor provision) under the Securities Act or in a single transaction
pursuant to Rule 144(e) (or any successor provision) under the Securities Act.
"Exchange Act" means the U.S. Securities and Exchange Act of 1934,
as amended, or as any successor federal law then in force.
"Restricted Shares" means any Shares which have not been registered
under the Securities Act and which are owned by any Shareholder.
"Securities Act" means the U.S. Securities Act of 1933, as amended,
or any successor federal law then in force.
"Share" means a share of the Company's Class A Common Shares, par
value U.S.$0.01 per share, the Class A Common Shares issued or issuable pursuant
to a conversion of the Company's Series A Preferred Shares, or any other
security issued or issuable in respect of a Share or the Series A Preferred
Shares pursuant to a recapitalization, reorganization, dividend, combination or
other transaction.
"Shareholder" means any person who is a party to this Agreement
(other than the Company) and any successor of such person who agrees to be bound
by the terms hereof.
ARTICLE 2. Registration Rights
2.1 Demand Registration.
(a) Upon notice to the Company from one or more Shareholders
holding Restricted Shares having an aggregate fair market value of at least
U.S.$15 million (based upon the then-prevailing market price for the Shares on
the Nasdaq National Market or other principal securities market on which the
Shares are listed or, in the absence of any such listing, as determined in good
faith by the Board), such Shareholders (the "Requesting Shareholders") shall
have the right to request (a "Demand Request") in writing a registration of such
Restricted Shares. Each Demand Request shall (i) specify the number of
Restricted Shares which each Requesting Shareholder intends to sell or dispose
of, and (ii) state the intended method or methods by which the Requesting
Shareholder intends to sell or dispose of such Restricted Shares. Upon receipt
of a Demand Request pursuant to this Section 2.1, the Company shall (as
requested) (i) cause to be filed, within the later of (x) 90 days of the date of
delivery to the Company of the Demand Request and (y) 180 days after the
effectiveness of the most recently filed registration statement by the Company,
a registration statement covering such Restricted Shares which the Company has
been so requested to register, providing for the registration under the
Securities Act of such Restricted Shares to the extent necessary to permit the
disposition of such Restricted Shares so to be registered in accordance with the
intended method of distribution specified in such Demand Request; provided,
however, that the Company may delay making such filing or taking such action by
not more than ninety (90) days in any 12-month period if the Company, prior to
the time it would otherwise have been required to file such registration
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statement or take such action (but not including the preparation of the
registration statement), determines in good faith that the filing of such
registration statement or the taking of such action would require the disclosure
of material, non-public information that, in the reasonable judgment of the
Board, would be detrimental to the Company if so disclosed (and a delay would be
likely to reduce the detrimental effect of such disclosure or obviate the need
for such disclosure to be made, or would otherwise adversely affect a financing,
acquisition, disposition, merger or other material transaction), (ii) shall use
its best efforts to have such registration statement declared effective by the
Commission as soon as practicable thereafter, and (iii) refrain from filing any
other registration statements with respect to any other securities of the
Company until such date which is 180 days following effectiveness of the
registration statement filed in response to the Demand Request; provided,
however, that notwithstanding this clause (iii), each of Carlyle/Carlton and
Xxxxx Muse shall be permitted to make at least one demand in any 12-month
period, subject to the limitations set forth in Section 2.1(c) hereof. The
underwriter shall be selected by the Requesting Shareholders and shall be
reasonably acceptable to the Company for any registration pursuant to this
Section 2.1.
(b) In the event that the Company is required to file a
registration statement covering any Restricted Shares of any Requesting
Shareholders pursuant to Section 2.1(a) above, the Company shall be permitted to
include newly-issued securities ("Piggyback Securities") in such registration.
Notwithstanding the foregoing, if the managing underwriter of such proposed
registration determines and advises in writing that the inclusion of all
Piggyback Securities proposed to be included in the underwritten public offering
would interfere with the successful marketing of the Requesting Shareholders'
Restricted Shares, then the Company shall not be permitted to include any
Piggyback Securities in excess of the amount, if any, of Piggyback Securities
which the managing underwriter of such underwritten offering shall reasonably
and in good faith agree in writing to include in such offering in excess of any
amount to be registered for the Requesting Shareholders. The Piggyback
Securities that are excluded from the underwritten public offering pursuant to
the preceding sentence shall be withheld from the market by the Company for a
period, not to exceed 180 days from the closing of such underwritten public
offering, that the managing underwriter determines is necessary in order to
effect such underwritten public offering.
(c) The Company shall not be required to comply with more than
eight Demand Requests, such that the Shareholders will have the following Demand
Requests: (i) Carlyle/Carlton shall have three such Demand Requests; (ii) Xxxxx
Muse shall have three such Demand Requests; (iii) the El Sitio Founders shall
have, in the aggregate, two such Demand Requests.
A request for registration shall not count as a Demand Request until
(a) the registration statement relating thereto has been declared effective by
the Commission and (b) the Shareholder making the demand for registration is
able to sell at least 75% of the Registrable Securities requested to be included
in such registration.
2.2 Piggyback Registration.
(a) Each time that the Company proposes for any reason, including,
without limitation, pursuant to a Demand Request, to register any Restricted
Shares under the Securities Act (a "Proposed Registration"), other than pursuant
to a registration statement on Form F-4 or
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Form S-8 or similar or successor forms, the Company shall promptly give written
notice of such Proposed Registration to the holders of the Restricted Shares
(which notice shall be given not less than 30 days prior to the expected
effective date of the Company's registration statement) and shall offer such
holders the right to request inclusion of any of such holder's Restricted Shares
in the Proposed Registration. No registration pursuant to this Section 2.2 shall
relieve the Company of its obligation to register Restricted Shares pursuant to
Section 2.1.
(b) Each Shareholder shall have 20 days from the receipt of the
notice provided for in Section 2.2(a) to deliver to the Company a written
request specifying the number of Restricted Shares such Shareholder intends to
sell. Any Shareholder shall have the right to withdraw such Shareholder's
request for inclusion of such Shareholder's Restricted Shares in any
registration statement pursuant to this Section 2.2 by giving written notice to
the Company of such withdrawal at least 5 days prior to the filing of the
Proposed Registration. Subject to Section 2.4 below, the Company shall include
in such registration statement all such Restricted Shares so requested to be
included therein; provided, however, that the Company may at any time withdraw
or cease proceeding with any such Proposed Registration if it shall at the same
time withdraw or cease proceeding with the registration of all other equity
securities originally proposed to be registered, to the extent otherwise
permitted to do so.
(c) In the event that the Proposed Registration by the Company is,
in whole or in part, an underwritten public offering of securities of the
Company, any request under Section 2.2(b) hereof must specify that the
Restricted Shares be included in the underwriting on the same terms and
conditions as the Shares, if any, otherwise being sold through underwriters
under such registration.
2.3 Shelf Registration.
No later than 180 days after the Company becomes eligible to file a
registration statement on Form F-3 or other applicable form, the Company shall,
upon the written request of Carlyle/Carlton or Xxxxx Muse, file with the
Commission a registration statement for an offering to be made on a continuous
basis pursuant to Rule 415 under the Securities Act, covering all of the
Restricted Shares (the "Shelf Registration Statement"). The Shelf Registration
Statement shall be on the appropriate form, and shall otherwise comply as to
form in all material respects with the requirements of the Securities Act and
the rules and regulations promulgated thereunder, permitting registration of
such Restricted Shares for resale by the Shareholders in the manner or manners
designated by them (including, without limitation, one or more underwritten
public offerings). If the Shelf Registration Statement ceases to be effective
for any reason at any time during the Effective Period (other than because of
the sale of all of the securities registered thereunder or as permitted by
Section 2.2 hereof), the Company shall use its commercially reasonable efforts
to obtain the prompt withdrawal of any order suspending the effectiveness
thereof.
2.4 Priority on Registrations.
(a) If the managing underwriter advises the Company that the
inclusion of any Restricted Shares would have a material adverse effect on any
offering then contemplated by the Company pursuant to Section 2.2, the Company
will be obligated to include in the relevant registration statement, as to each
Shareholder, only a portion of the Restricted Shares such
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Shareholder has requested be registered equal to the ratio which such
Shareholder's requested Restricted Shares bears to the total number of
Restricted Shares requested to be included in such registration statement by all
Shareholders who have requested that their Restricted Shares be included in such
registration statement, in the case of Shareholders exercising rights under
Section 2.2 hereof. It is acknowledged by the Shareholders that pursuant to the
foregoing sentence the securities to be included in such registration statement
shall be allocated (x) if such registration has been initiated by the Company
for securities to be offered by the Company, first to the Company and second to
Shareholders exercising their piggyback right pursuant to Section 2.2 hereof and
(y) if such registration has been initiated by Requesting Shareholders
requesting a Demand Registration, first to such Requesting Shareholders, second
to the Company if it exercises its piggyback right pursuant to Section 2.1(b)
hereof and third to all other shareholders requesting Restricted Shares to be
included therein pursuant to Section 2.2. If, as a result of the provisions of
this Section 2.4(a), any Shareholder shall not be entitled to include all of its
Restricted Shares in a registration that such Shareholder has requested to be so
included, such Shareholder may withdraw such Shareholder's request to include
Restricted Shares in such registration statement.
(b) No Shareholder may participate in any registration statement
hereunder unless such Shareholder completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements, and other documents
reasonably required under the terms of such underwriting arrangements, including
an opinion of its counsel; provided, however, that no such Shareholder shall be
required to make any representations or warranties in connection with any such
registration other than representations and warranties as to (i) such
Shareholder's ownership of its Restricted Shares to be sold or transferred free
and clear of all liens, claims, and encumbrances, (ii) such Shareholder's power
and authority to effect such transfer, and (iii) such matters pertaining to
compliance with securities laws as may be reasonably requested.
2.5 Registration Procedures. Whenever any Shareholder has requested
that any Restricted Shares be registered pursuant to the provisions of this
Article 2, the Company will use its commercially reasonable efforts to effect
the registration and the sale of such Restricted Shares in accordance with the
intended method of disposition thereof as set forth in the Demand Request, and
pursuant thereto the Company shall:
(a) prepare and file with the Commission registration statement(s)
with respect to such Restricted Shares on the appropriate forms, and use its
best efforts to cause such registration statement(s) to become and remain
effective in accordance with Section 2.5(b) hereof and in accordance with all
laws, rules and regulations applicable thereto;
(b) prepare and file with the Commission such amendments and
supplements to such registration statement(s) and the prospectus(es) used in
connection therewith as may be necessary to keep such registration statement(s)
effective until the earlier of (i) the sale of all Restricted Shares covered
thereby and (ii) the date required therefor by the underwriters in the
underwriting agreement, and to comply with the provisions of the Securities Act
with respect to the sale or other disposition of all Restricted Shares covered
by such registration statement(s);
(c) furnish to each Shareholder participating in such registration
pursuant to Section 2.1 or Section 2.2 (each, a "Participating Shareholder")
such number of copies of any prospectus, including a preliminary prospectus, in
conformity with the requirements of the
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Securities Act, and such other documents as the Shareholder may reasonably
request in order to facilitate the public sale or other disposition of such
Restricted Shares;
(d) use its best efforts to register or qualify the Restricted
Shares covered by such registration statement(s) under the securities or blue
sky laws of such jurisdictions as the Participating Shareholder shall reasonably
request and do any and all other acts or things which may be necessary or
advisable to enable the Participating Shareholders to consummate the public sale
or other disposition in such jurisdictions of such Restricted Shares; provided,
however, that the Company shall not be required to consent to general service of
process for all purposes in any jurisdiction where it is not then subject to
process, qualify to do business as a foreign corporation where it would not be
otherwise required to qualify or submit to liability for state or local taxes
where it is not otherwise liable for such taxes;
(e) at any time when a prospectus relating thereto covered by such
registration statement(s) is required to be delivered under the Securities Act
within the appropriate period mentioned in Section 2.5(b) hereof, promptly
notify each Shareholder and each underwriter and (if requested by any such
Shareholder) confirm such notice in writing (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed and, with
respect to a registration statement or any post-effective amendment, when the
same has become effective, (ii) of the issuance by any state securities or other
regulatory authority of any order suspending the qualification or exemption from
qualification of any of the Restricted Shares under state securities or blue sky
laws or the initiation of any proceedings for that purpose, and (iii) of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes 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 and, at the request of any Participating
Shareholder, prepare, file and furnish to such Participating Shareholder 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
purchasers of such shares, 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 in the light
of the circumstances then existing;
(f) if the Company has delivered preliminary or final prospectuses
to any Participating Shareholder and after having done so the prospectus is
amended to comply with the requirements of the Securities Act, the Company shall
promptly notify such Participating Shareholder and, if requested, the
Participating Shareholder shall immediately cease making offers of Restricted
Shares and return all prospectuses to the Company. The Company shall promptly
provide the Participating Shareholder with amended prospectuses and, following
receipt of the amended prospectuses, the Participating Shareholder shall be free
to resume making offers of the Restricted Shares;
(g) furnish, at the request of the Participating Shareholder on
the date such Restricted Shares are delivered to the underwriters for sale in
connection with a registration pursuant to this Article 2, if such Restricted
Shares are being sold through underwriters, or, if such Restricted Shares are
not being sold through underwriters, on the date that the registration statement
with respect to such Restricted Shares becomes effective, (i) an opinion, dated
such date, of the counsel representing the Company for the purposes of such
registration, in form and
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substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Participating
Shareholders and (ii) a "comfort" letter dated such date, from the independent
certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and the
Participating Shareholders;
(h) if any proposed registration effected pursuant to Section 2.2
involves an underwritten public offering, (i) select a reputable managing
underwriter to underwrite such public offering (after consultation with the
Participating Shareholders), (ii) cause all Restricted Shares to be listed for
trading on the principal securities exchange (including, without limitation, The
Nasdaq National Market) on which the Shares are listed for trading, and (iii)
enter into (x) an underwriting agreement with the underwriter providing for such
representations, warranties, covenants, conditions and indemnities as may be
requested by the underwriter and (y) a deposit agreement with a depositary, if
applicable, providing for such representations, warranties, covenants,
conditions and indemnities as may be requested by the depositary;
(i) before filing a registration statement or amendment thereto,
furnish to each Participating Shareholder and its counsel and other
representatives and the underwriters, if any, copies of each such registration
statement or amendment proposed to be filed, which documents shall be made
available on a timely basis for review and comment by the Participating
Shareholders, the underwriters (if any) and their respective representatives;
(j) make generally available to the Shareholders an earnings
statement satisfying the provisions of Section 11(a) of the Securities Act, as
promptly as practicable, but in any event no later than forty-five (45) days
after the end of the 12-month period beginning with the first day of the
Company's first fiscal quarter commencing after the effective date of a
registration statement, which earnings statement shall cover said 12-month
period, and which requirement will be deemed to be satisfied if the Company
timely files complete and accurate information on Forms 20-F and 6-K (or
comparable forms) under the Exchange Act and otherwise complies with Rule 158
under the Securities Act;
(k) if requested by the managing underwriter or any Participating
Shareholder, promptly incorporate in a prospectus supplement or post-effective
amendment such information as the managing underwriter or any Participating
Shareholder reasonably requests to be included therein, including, without
limitation, with respect to the Restricted Shares being sold by such
Participating Shareholder, the purchase price being paid therefor by the
underwriters and with respect to any other terms of the underwritten offering of
the Restricted Shares to be sold in such offering, and promptly make all
required filings of such prospectus supplement or post-effective amendment;
(l) as promptly as practicable after filing with the Commission of
any document which is incorporated by reference into a registration statement
(in the form in which it was incorporated), deliver a copy of each such document
to each Participating Shareholder;
(m) cooperate with the Participating Shareholders and the managing
underwriter to facilitate the timely preparation and delivery of certificates
(which shall not bear any restrictive legends unless required under applicable
law) representing securities sold under
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any registration statement, and enable such securities to be in such
denominations and registered in such names as the managing underwriter or such
sellers may request and keep available and make available to the Company's
transfer agent prior to the effectiveness of such registration statement a
supply of such certificates;
(n) promptly make available for inspection by any Participating
Shareholder, any underwriter participating in any disposition pursuant to any
registration statement, and any attorney, accountant or other agent or
representative retained by any such Participating Shareholder or underwriter
(collectively, the "Advisors"), all financial and other records, pertinent
corporate documents and properties of the Company (collectively, the "Records"),
as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's directors, officers, directors and
employees to supply all information requested by any such Advisor in connection
with such registration statement; provided, that, unless the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in the
registration statement or the release of such Records is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction, the Company
shall not be required to provide any information under this subparagraph (n) if
(A) the Company believes, after consultation with counsel for the Company, that
to do so would cause the Company to forfeit an attorney-client privilege that
was applicable to such information or (B) if either (i) the Company has
requested and been granted from the Commission confidential treatment of such
information contained in any filing with the Commission of documents provided
supplementally or otherwise or (ii) the Company reasonably determines in good
faith that such Records are confidential and so notifies the Advisors in writing
unless prior to furnishing any such information with respect to (A) or (B) such
Participating Shareholder requesting such information agrees to enter into a
confidentiality agreement in customary form and subject to customary exceptions;
and provided, further, that each Participating Shareholder agrees that it will,
upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Company and allow the Company at its expense,
to undertake appropriate action and to prevent disclosure of the Records deemed
confidential;
(o) cooperate with each Participating Shareholder and each
underwriter participating in the disposition of such Restricted Shares and their
respective counsel in connection with any filings required to be made with the
National Association of Securities Dealers, Inc. ("NASD");
(p) during the period when the prospectus is required to be
delivered under the Securities Act, promptly file all documents required to be
filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act;
(q) notify each Participating Shareholder promptly of any request
by the Commission for the amending or supplementing of such registration
statement or prospectus or for additional information;
(r) prepare and file with the Commission promptly any amendments
or supplements to such registration statement or prospectus which, in the
opinion of counsel for the Company or the managing underwriter, is required in
connection with the distribution of the Restricted Shares;
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(s) advise each Participating Shareholder, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance of any stop order by
the Commission suspending the effectiveness of such registration statement or
the initiation or threatening of any proceeding for such purpose and promptly
use its best efforts to prevent the issuance of any stop order or to obtain its
withdrawal at the earliest possible moment if such stop order should be issued;
and
(t) if the Participating Shareholders so request, request
acceleration of effectiveness of the registration statement from the Commission,
provided at the time of such request the Company does not, in good faith,
believe it is necessary to amend further the registration statement in order to
comply with the provisions of this Section 2.5. If the Company wishes to further
amend the registration statement prior to requesting acceleration, it shall have
five business days to so amend prior to requesting acceleration.
2.6 Suspension of Dispositions. Each Participating Shareholder
agrees that upon receipt of any notice (a "Suspension Notice") from the Company
of the occurrence of any event of the kind described in Section 2.5(e)(iii),
such Participating Shareholder will forthwith discontinue disposition of
Restricted Shares pursuant to a pending registration statement until such
Participating Shareholder's receipt of the copies of the supplemented or amended
prospectus, or until it is advised in writing (the "Advice") by the Company that
the use of the prospectus may be resumed, and has received copies of any
additional or supplemental filings which are incorporated by reference in the
prospectus, and, if so directed by the Company, such Participating Shareholder
will deliver to the Company all copies, other than permanent file copies then in
such Participating Shareholder's possession, of the prospectus covering such
Restricted Shares current at the time of receipt of such notice. In the event
the Company shall give any such notice, the time period regarding the
effectiveness of registration statements set forth in Section 2.5(b) hereof
shall be extended by the number of days during the period from and including the
date of the giving of the Suspension Notice to and including the date when each
seller of Restricted Shares covered by such registration statement shall have
received the copies of the supplemented or amended prospectus or the Advice. The
Company shall use its commercially reasonable efforts and take such actions as
are reasonably necessary to render the Advice as promptly as practicable.
2.7 Cooperation upon a Registration. The Shareholders and the
Company agree that, in connection with any exercise of registration rights
pursuant to this Article 2, the Shareholders will authorize, and will authorize
and direct the Board to take, such actions as are necessary and appropriate to
effectuate such registration. In addition, each Participating Shareholder agrees
to cooperate fully with the Company and the underwriters of any underwritten
public offering in the preparation of all documentation necessary or desirable
to effectuate any registration of any Restricted Shares under the Securities Act
pursuant to this Article 2, or registration or qualification of any Restricted
Shares pursuant to Section 2.5(d) hereof. In addition, the Company agrees to
cooperate fully with the Participating Shareholders in connection with any such
registration or qualification.
2.8 Limitations. Notwithstanding anything in this Agreement to the
contrary, if requested in writing by the managing underwriter of any
underwritten public offering of the Restricted Shares pursuant to this Article
2, each Shareholder agrees not to offer, sell, contract to sell or otherwise
dispose of any Class A Common Shares of the Company except as part of such
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underwritten public offering within 30 days before or 90 days after the
effective date of the registration statement filed with respect to said
offering, unless expressly authorized to do so by the managing underwriter.
2.9 Expenses. The Company shall pay all expenses incurred by the
Company in complying with Sections 2.1, 2.2, 2.3 and 2.5 hereof, including,
without limitation, all registration and filing fees (including, without
limitation, expenses incident to filing with the NASD), fees and expenses of
complying with the securities or Blue Sky laws of all such jurisdictions in
which the Restricted Shares are proposed to be offered and sold (including
reasonable fees and disbursements of counsel in connection with Blue Sky
qualification of Restricted Shares), printing expenses, messenger and delivery
expenses, the Company's internal expenses (including without limitation all
salaries and expenses of its officers and employees performing legal or
accounting duties), fees and expenses incurred in connection with any listing of
the Restricted Shares, fees and expenses of counsel for the Company and its
independent certified public accountants (including the expenses of any special
audit or cold comfort letters required by or incident to such performance),
securities act liability insurance and fees and disbursements of underwriters
(to the extent the Company is liable therefor under the terms of any
underwriting agreement), whether or not any registration statement becomes
effective; provided, however, that all underwriting discounts and selling
commissions applicable to the Restricted Shares covered by registrations
effected pursuant to Section 2.1 or Section 2.2 hereof shall be borne by the
Participating Shareholders, in proportion to the number of Restricted Shares
sold by each such Participating Shareholder, and except as expressly provided in
this Section 2.9, in no event shall the Company pay any fees or expenses
attributable to any counsel, accountants or other persons retained or employed
by the Participating Shareholders. Further to the foregoing, the Company shall
pay all reasonable and customary expenses incurred by any Participating
Shareholder, including, without limitation, all reasonable expenses and fees of
one (1) firm of counsel for all Participating Shareholders (which shall be
selected by a majority (based on the number of Restricted Securities to be sold)
of the Participating Shareholders), plus, to the extent reasonably necessary,
one (1) firm of local counsel for all of the Participating Shareholders in each
state or country where reasonably necessary (the "Expenses"). Notwithstanding
the preceding sentence, the Company shall not be required to pay for expenses,
including fees and expenses of counsel, of the Participating Shareholders in
excess of U.S.$75,000 in any one calendar year.
2.10 Indemnification.
(a) In the event of any registration of any Restricted Shares
under the Securities Act pursuant to this Article 2 or registration or
qualification of any Restricted Shares pursuant to Section 2.5(d) hereof, the
Company shall indemnify and hold harmless each Participating Shareholder, each
underwriter of such shares, if any, each broker or any other person acting on
behalf of the Participating Shareholders, each director, officer, employee and
partner of any of the foregoing and each other person, if any, who controls any
of the foregoing persons, within the meaning of the Securities Act (each, an
"Indemnified Person"), against any losses, claims, damages, liabilities or
expenses, including attorneys' fees and expenses, joint or several, to which any
of the foregoing persons may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of, are related to, result from or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
registration statement under which such Restricted
-10-
Shares were registered under the Securities Act, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereto, or
any document incident to registration or qualification of any Restricted Shares
pursuant to Section 2.5(d) hereof, or arise out of, are related to, result from
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 or, with respect to any prospectus, necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, or any violation by the Company of the state securities or blue
sky laws applicable to the Company and relating to action or inaction required
of the Company in connection with such registration or qualification under such
state securities or Blue Sky laws and the Company shall reimburse on demand each
Indemnified Person for any legal or any other costs and expenses reasonably
incurred by any of them in connection with investigating, preparing for,
defending or settling any such loss, claim, damage, liability or action;
provided, however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or expense arises out of or
is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in said registration statement, preliminary or final
prospectus or amendment or supplement thereto or any document incident to
registration or qualification of any Restricted Shares pursuant to Section
2.5(d) hereof, in reliance upon and in conformity with written information
furnished to the Company by any Participating Shareholder or controlling person
thereof specifically for use in the preparation thereof or arises out of or is
based upon the Indemnified Person's failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after the Company has timely furnished such Indemnified Person with a sufficient
number of copies of the same; provided, further, that the Company shall not be
liable for any settlement made without its prior written consent, such consent
not to be unreasonably withheld.
(b) Before Restricted Shares shall be included in any registration
pursuant to this Article 2, each Participating Shareholder will furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any registration statement and prospectus,
and each such Participating Shareholder, severally and not jointly, and any
underwriter acting on its behalf shall have agreed to indemnify and hold
harmless (in the same manner and to the same extent as set forth in Section
2.1(a) above) the Company, each director of the Company, each officer of the
Company who signs such registration statement, every other Participating
Shareholder and any person who controls the Company within the meaning of the
Securities Act, with respect to any untrue statement or omission from such
registration statement, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, if such untrue statement or
omission was made in reliance upon and in conformity with written information
furnished to the Company by the Participating Shareholder or such underwriter
specifically for use in the preparation of such registration statement,
preliminary prospectus, final prospectus or amendment or supplement; provided,
however, that the maximum amount of liability in respect of such indemnification
shall be limited to an amount equal to the net proceeds actually received by
such Participating Shareholder from the sale of Restricted Shares effected
pursuant to such registration.
(c) Promptly after receipt by an Indemnified Person of notice of
the commencement of any action involving a claim referred to in Section 2.10(a)
or (b) hereof, such Indemnified Person will, if a claim in respect thereof is to
be made against the indemnifying
-11-
party under this Section 2.10, give prompt written notice to the latter of the
commencement of such action (provided that the failure to give such notice shall
not limit the rights of such Indemnified Person unless and to the extent such
failure is prejudicial to its ability to defend such action). In case any such
action is brought against an Indemnified Person, the indemnifying party will be
entitled to participate in and to assume the defense thereof, jointly with any
other indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such Indemnified Person, and, after notice to
such Indemnified Person from the indemnifying party of its election to assume
the defense thereof; provided, however, that, if any Indemnified Person shall
have reasonably concluded that there may be one or more legal defenses available
to such Indemnified Person which are different from, in conflict with or
additional to those available to the indemnifying party, or that such claim or
litigation involves or could reasonably be expected to have an effect upon
matters beyond the scope of the indemnity agreement provided in this Section
2.10, or if the indemnifying party fails to take diligent action to defend such
claim within 20 days following notice thereof from the Indemnified Person, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such Indemnified Person, and such indemnifying party shall
reimburse such Indemnified Person and any person controlling such Indemnified
Person for the fees and expenses of counsel retained by the Indemnified Person
which are reasonably related to the matters covered by the indemnity agreement
provided in this Section 2.10. If the indemnifying party does assume its own
defense, from such time the Indemnified Person shall bear the expenses of its
own separate counsel. If such defense is not assumed by the indemnifying party
as permitted hereunder, the indemnifying party will not be subject to any
liability for any settlement made by the Indemnified Person without its written
consent, which consent shall not be unreasonably withheld. If such defense is
assumed by the indemnifying party pursuant to the provisions hereof, such
indemnifying party shall not make any settlement of the applicable claim
indemnified against hereunder without the written consent of the Indemnified
Person or parties, which consent shall not be unreasonably withheld. An
indemnifying party that is not entitled to, or elects not to, assume the defense
of a claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party and any other
such Indemnified Person with respect to such claim, unless in the reasonable
judgment of any Indemnified Person, a conflict of interest may exist between
such Indemnified Person with respect to such claim, in which event the
indemnifying party shall be obligated to pay the reasonable fees and
disbursements of such additional counsel or counsels.
(d) In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which an Indemnified
Person makes a claim for indemnification pursuant to this Section 2.10, but it
is judicially determined (by the entry of a final judgment or decree by a court
of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced
notwithstanding the fact that this Section 2.10 provides for indemnification in
such case, then the Company and the Participating Shareholder will contribute to
the aggregate losses, claims, damages or liabilities to which they may be
subject as is appropriate to reflect, as between the indemnifying party, on the
one hand, and the Indemnified Person on the other hand, the relative fault of
the indemnifying party, on the one hand, and the Indemnified Person, on the
other hand, in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities, it being understood that the
parties acknowledge that the overriding equitable consideration to be given
effect in connection with this provision is the ability of one party or the
-12-
other to correct the statement or omission which resulted in such losses,
claims, damages or liabilities, and that it would not be just and equitable if
contribution pursuant hereto were to be determined by pro rata allocation or by
any other method of allocation which does not take into consideration the
foregoing equitable considerations. Notwithstanding the foregoing, (i) the
Participating Shareholder will not be required to contribute any amount in
excess of the net proceeds to it of all Restricted Shares sold by it pursuant to
such registration statement, (ii) no underwriter shall be required to contribute
any amount in excess of the proceeds to it from the offering pursuant to such
registration statement, and (iii) no person or entity guilty of fraudulent
misrepresentation, within the meaning of Section 11(f) of the Securities Act,
shall be entitled to contribution from any person or entity who is not guilty of
such fraudulent misrepresentation. If indemnification is available under this
Section 2.10, the indemnifying parties shall indemnify each Indemnified Person
to the full extent provided in Section 2.10 (a) and 2.10 (b) without regard to
the relative fault of said indemnifying party or Indemnified Person or any other
equitable consideration provided for in this Section 2.10 (d).
(e) Notwithstanding the foregoing, if in connection with an
underwritten public offering of any Restricted Shares, the Company, the
Participating Shareholder and the underwriters enter into an underwriting or
purchase agreement relating to such offering which contains provisions covering
indemnification among the parties, the indemnification provided thereunder shall
be in addition to (and not in lieu of) the indemnification provided to the
Shareholders hereunder.
(f) The indemnification and contribution required by this
Section 2.10 shall be made by periodic payment of the amount thereof during the
course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred; provided, that if a court of
competent jurisdiction finally determines that any Indemnified Person which has
received payments hereunder does not have an indemnification right under Section
2.10 for any reason, then such Indemnified Person shall within five (5) days of
such final determination, refund all amounts received hereunder to the Company.
(g) The indemnification and contribution provided for hereunder
will remain in full force and effect regardless of any investigation made by or
on behalf of any Indemnified Person and will survive the transfer of securities.
ARTICLE 3. Miscellaneous
3.1 Notices. Any and all notices, designations, consents, offers,
acceptances, or any other communication required or permitted to be given by any
provision of this Agreement shall be deemed to be sufficient if contained in a
written instrument delivered in person or duly sent by registered mail or
telecopied with acknowledgment of receipt sent by telecopier, registered mail or
delivered in person, as the case may be, to such party at the address or
telecopier number, as the case may be, set forth on the signature pages hereto
or to such other address or telecopier number, as the case may be, as such party
may from time to time designate in writing to the other parties. All such
notices, requests, consents and other communications shall be deemed to have
been received: (a) in the case of personal delivery or registered mail, on the
date of receipt; or (b) in the case of telecopying, on the date of
acknowledgment thereof.
-13-
3.2 Amendment and Waiver. No change or modification of, or waiver
of compliance with, this Agreement shall be valid unless the same shall be in
writing and signed by all of the parties hereto.
3.3 Termination. This Agreement may be terminated at any time by
an instrument in writing signed by the Company and the holders of 85% of the
then-outstanding Restricted Shares. This Agreement shall terminate automatically
as to any Shareholder that transfers all of its Restricted Shares or is able to
sell its Restricted Shares pursuant to Rule 144 without any requirement relating
to volume limitations. Unless sooner terminated, this Agreement shall terminate
eight years from the date hereof, unless, at any time within one year prior to
such date, all of the parties extend its duration for as many additional periods
as the parties may agree.
3.4 No Waiver. No failure or delay on the part of the Shareholders
or any of them in exercising any right, between the Company and the Shareholders
or any of them shall operate as a waiver thereof nor shall any single or partial
exercise of any right, power or privilege hereunder preclude the simultaneous or
later exercise of any other right, power or privilege. The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or
remedies which the Shareholders or any of them would otherwise have. No notice
to or demand on the Company in any case shall entitle the Company to any other
or further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Shareholders or any of them to take any other or
further action in any circumstances without notice or demand.
3.5 Specific Performance. Each party to this Agreement
acknowledges that the other parties will suffer irreparable injury in the event
of any breach of any provision of this Agreement and that therefore the remedy
at law for any breach or threatened breach of any such provision of this
Agreement will be inadequate. Accordingly, upon a breach or threatened breach of
any such provision of this Agreement by any party hereto, the other parties
shall, in addition and without prejudice to any of the rights and remedies they
may have, be entitled as a matter of right, without proof of actual damages, to
seek specific performance of such provisions of this Agreement and to such other
injunctive or equitable relief to enforce, or prevent any violations (whether
anticipatory, continuing or future) of, such provisions of this Agreement.
3.6 Counterparts and Headings. This Agreement may be executed in
two or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument. All headings
and any cover page or table of contents are inserted for convenience or
reference only and shall not affect its meaning or interpretation.
3.7 Nouns and Pronouns. Whenever the context may require, any
pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the
plural and vice-versa.
3.8 Expenses. Except as provided in Section 2.9 hereto, each of the
parties to this Agreement shall bear its own expenses, including, without
limitation, the fees and disbursements of its respective counsel, in connection
with the negotiation and execution of this Agreement and the consummation of the
transactions contemplated hereby.
-14-
3.9 Governing Law. This Agreement will be governed by, and
construed and enforced in accordance with, the laws of the State of New York.
3.10 Submission to Jurisdiction; Consent to Service of Process.
(a) The parties hereto hereby irrevocably submit to the
non-exclusive jurisdiction of any U.S. federal or state court located within the
Borough of Manhattan, State of New York over any dispute arising out of or
relating to this Agreement or any of the transactions contemplated hereby and
each party hereby irrevocably agrees that all claims in respect of such dispute
or any suit, action or proceeding related thereto may be heard and determined in
such courts. The parties hereby irrevocably waive, to the fullest extent
permitted by applicable law, any objection which they may now or hereafter have
to the laying of venue of any such dispute brought in such court or any defense
of inconvenient forum for the maintenance of such dispute. Each of the parties
hereto agrees that a judgment in any such dispute may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
(b) Each of the parties hereto hereby consents to process being
served by any party to this Agreement in any suit, action or proceeding by the
mailing of a copy thereof in accordance with the provisions of Section 3.1
hereof.
3.11 Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the Company and its successors, and each of
the Shareholders and their respective executors, administrators and personal
representatives and heirs and their successors and assigns.
3.12 Severability. In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, invalid or unenforceable, the remaining provisions hereof shall
nevertheless continue in full force and effect as though the illegal, invalid or
unenforceable provisions were not a part hereof, and the parties shall exert
their best efforts to amend this Agreement to include a provision which is
legal, valid and enforceable and which carries out the original intent of the
parties.
3.13 Complete Agreement. This Agreement contains the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous arrangements or understandings, whether
written or oral, between or among any of the parties hereto, with respect to the
subject matter hereof.
3.14 Further Assurances. Each of the parties to this Agreement
agrees to execute such other documents and take such other action as may be
reasonably necessary to implement and carry out the intent of this Agreement.
3.15 Confidentiality. Each Shareholder covenants and agrees to
treat any non-public information provided to it by the Company concerning the
business and finances of the Company ("Corporate Information") as confidential
and agrees further that it will not use, exploit, reproduce, disclose or provide
Corporate Information to any third party (other than any agents of the
Shareholder who are bound by substantially similar obligations of
confidentiality) on its own behalf or otherwise, except with the consent of the
Company or as required by law,
-15-
legal process or any federal or state regulatory body having jurisdiction over
such Shareholder. The provisions of this Section 3.15 shall not apply to any
information which:
(a) was within the public domain prior to the time of disclosure
of Corporate Information to the Shareholder or which comes into the public
domain other than as a result of a breach by the Shareholder of this Section
3.15;
(b) was in the possession of the Shareholder (or any of its
officers, directors, employees, agents, principals, or affiliates) before the
Shareholder received the Corporate Information;
(c) was rightfully acquired by the Shareholder from a third party
without, to the knowledge of the Shareholder, any restriction or any obligation
of confidentiality; or
(d) was independently developed by the Shareholder without any use
or reference to the Corporate Information. The provisions of this Section 3.15
shall survive the termination of this Agreement, either in whole or as to any
Shareholder, for a period of two (2) years.
3.16 Failure to Execute and Deliver this Agreement. Any failure of
any party to execute and deliver this Agreement renders this Agreement void as
to the non-executing party, but this Agreement shall be valid and binding as to
all other parties that execute and deliver this Agreement.
-16-
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as
of the day and year first above written.
CLAXSON INTERACTIVE GROUP INC.
By: /s/Xxxxx Xxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
Address: 000 Xxxxxxxxxx Xxx, 0xx xxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
Telecopier: 000-000-0000
1947 PTVI LLC
By: /s/Xxxx Xxxxxxx
---------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President and Treasurer
Address: C/O Fisner Corporation
000 Xxxxxxxxx Xxx, Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Telecopier: (000) 000-0000
1945 PTVI LLC
By: /s/Xxxx Xxxxxxx
---------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President and Treasurer
Address:C/O Fisner Corporation
000 Xxxxxxxxx Xxx, Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Telecopier: (000) 000-0000
HICKS, MUSE, XXXX & XXXXX LATIN
AMERICA FUND, L.P.
By: XXXXX, MUSE LATIN AMERICA & CO.,
L.P.,
its general partner
By: XXXXX, XXXX XX PARTNERS L.A.,
L.P.,
its general partner
By: XXXXX, MUSE LATIN AMERICA
FUND I INCORPORATED,
its general partner
By: /s/Xxxx X. Xxxxxx
---------------------------------
Xxxx X. Xxxxxx
Partner
Address: 000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telecopier: 000-000-0000
HICKS, MUSE, XXXX & XXXXX LATIN
AMERICA PRIVATE FUND, L.P.
By: XXXXX, MUSE LATIN AMERICA & CO.,
L.P.,
its general partner
By: XXXXX, XXXX XX PARTNERS L.A.,
L.P.,
its general partner
By: XXXXX, MUSE LATIN AMERICA
FUND I INCORPORATED,
its general partner
By: /s/Xxxx X. Xxxxxx
---------------------------------
Xxxx X. Xxxxxx
Partner
Address: 000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telecopier: 000-000-0000
HMLA 1-SBS COINVESTORS, L.P.
By: XXXXX, XXXX XX PARTNERS, L.A., L.P.,
its general partner
By: XXXXX, MUSE LATIN AMERICA
FUND I INCORPORATED,
its general partner
By: /s/Xxxx X. Xxxxxx
-----------------------------------
Xxxx X. Xxxxxx
Partner
Address: 000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telecopier: 000-000-0000
IMPSAT Fiber Networks, Inc.
By: /s/Xxxxxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Secretary
Address: Xxxxxxx Xxxxxx 000
0000 Xxxxxx Xxxxx, Xxxxxxxxx
Telecopier: (000) 0000-0000-0000
Xxxxxxxxx Limited
By: /s/Xxxxxxx X. Vivo-Chaneton
-----------------------------------------
Name: Xxxxxxx X. Vivo-Chaneton
Title: Member
Address: Xxxxxxx Xxxxxxxxx Xxxxxx 0000
X0000XXX Xxxxxx Xxxxx, Xxxxxxxxx
Telecopier: (000) 0000-0000-0000
RC Limited
By: /s/Xxxxxxx Xxxxxxx-Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxx-Xxxxxx
Title: Partner
Address: X.X. Xxx 00 Xxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx
Telecopier: (000) 0000-0000-0000
XXX.xxx Inc.
By:/s/Xxxxxxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Director
Address: X.X. Xxx 00000, Xxxx 0
Xxxxxx Xxxx, Xxxxxx
Telecopier: (000) 0000-0000-0000
Tower Plus International
By: /s/Xxxxxxx Xxxxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: President
Address: Xxxxx Xxxxxxxxxxxxx 000
00000 Xxxxxxxxxx, Xxxxxxx
Telecopier: (000)0000-0000-0000
Xxxxxxx X. Vivo-Chaneton
/s/Xxxxxxx X. Vivo-Chaneton
-----------------------------------------
Address: Xxxxx 0000
Xxxxxx Xxxxx, Xxxxxxxxx
Telecopier: (000) 0000-0000-0000
Xxxxxxx XxxxxXx-Xxxxxx
/s/Xxxxxxx Xxxxxxx-Xxxxxx
-----------------------------------------
Address: La Pampa 4059-(1428)
Buenos Aires, Argentina
Telecopier: (000) 0000-0000-0000
XXXX X. XXXXXX III
/s/Xxxx X. Xxxxxx III
-----------------------------------------
Address: Xxxxxxx Xxxxxxxxx Xxxxxx 0000
Xxxxxx Xxxxx, Xxxxxxxxx C1107AOL
Telecopier (000) 0000-0000-0000
