REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 18, 2001 (the
"Agreement"), is made among THE FEMALE HEALTH COMPANY, a Wisconsin corporation
(the "Company"), and the undersigned guarantors of certain indebtedness of the
Company (individually, a "Investor" and collectively, the "Investors").
RECITALS
A. The Company and Heartland Bank, a federal savings bank (the
"Lender") have entered into a Loan Agreement, dated as of the date of this
Agreement (the "Loan Agreement"), which provides, among other things, for an
unsecured loan of up to $2,000,000 from the Lender to the Company.
B. Pursuant to the terms of section 4.1(a)(10) of the Loan
Agreement, it is condition to the Lender's obligations under the Loan Agreement
that each Investor enter into a Guarantee (individually, a "Guarantee" and
collectively, the "Guarantees"), which provides, among other things, that such
Investor shall guarantee the Company's obligations under the Loan Agreement.
C. The Company has agreed to issue warrants (the "Warrants") to
purchase shares of the Company's Common Stock, par value $0.01 per share (the
"Common Stock"), to the Investors to induce each of the Investors to execute and
deliver a Guarantee. The shares of the Common Stock for which the Warrants are
exercisable are collectively referred to herein as the "Common Shares."
D. To induce the Investors to enter into the Guarantees, the
Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the "1933 Act"), and applicable state
securities laws with respect to the Common Shares.
AGREEMENTS
In consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Investors hereby agree as
follows:
1. Definitions. As used in this Agreement, the following terms
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shall have the following meanings:
(a) "Investors" includes the initial undersigned Investors as
well as any transferee or assignee of any of the initial Investors who agrees to
become bound by the provisions of this Agreement in accordance with section 8
hereof.
(b) "Registrable Securities" means the Common Shares,
together with any shares of Common Stock which may be issued as a dividend or
other distribution and any additional shares of Common Stock which may be issued
due to anti-dilution adjustments with respect to the Common Shares, which are
required to be included in a Registration Statement pursuant to section 2 below.
(c) "Registration Period" means the period between the date
of this Agreement and the earlier of (i) the date on which all of the
Registrable Securities have been sold, or (ii) the date on which the Registrable
Securities (in the reasonable opinion of the Company's counsel) may be
immediately sold without registration by other than affiliates pursuant to Rule
144(k) under the 1933 Act or any similar or successor rule.
(d) "Registration Statement" means a registration statement
filed with the Securities and Exchange Commission (the "SEC") under the 1933
Act.
(e) The terms "register," "registered," and "registration"
refer to a registration effected by preparing and filing a Registration
Statement in compliance with the 1933 Act and applicable rules and regulations
thereunder, and the declaration or ordering of effectiveness of such
Registration Statement by the SEC.
2. Registration. The Company will use its reasonable best efforts
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to file within 60 days after the date of this Agreement a Registration Statement
with the SEC registering the Registrable Securities for resale. The
Registration Statement will register for resale all of the Common Shares which
may be issued on exercise of the Warrants. The Company will use its reasonable
best efforts to cause such Registration Statement to be declared effective by
the SEC within 120 days after the date of this Agreement. Such reasonable best
efforts shall include, but not be limited to, promptly responding to all
comments received from the staff of the SEC. Should the Company receive
notification from the SEC that the Registration Statement will receive no action
or no review from
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the SEC, the Company shall cause such Registration Statement to become effective
within five business days of such SEC notification. Once declared effective by
the SEC, the Company shall use all reasonable best efforts to cause such
Registration Statement to remain effective throughout the Registration Period.
3. Additional Obligations of the Company. In connection with the
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registration of the Registrable Securities, the Company shall have the following
additional obligations:
(a) The Company shall keep the Registration Statement
effective pursuant to Rule 415 under the 1933 Act at all times during the
Registration Period as defined in section 1(c) above.
(b) The Registration Statement (including any amendments or
supplements thereto and prospectuses contained therein) filed by the Company
shall 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 light of the circumstances in which they were made, not misleading.
The Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus used in connection with the Registration Statement as may be
necessary to keep the Registration Statement effective at all times during the
Registration Period, and, during such period, shall comply with the provisions
of the 1933 Act applicable to the Company with respect to the disposition of all
Registrable Securities of the Company covered by the Registration Statement
until such time as all of such Registrable Securities have been disposed of in
accordance with the intended methods of disposition by the sellers thereof as
set forth in the Registration Statement. In the event the number of shares of
Common Stock included in a Registration Statement filed pursuant to this
Agreement is insufficient to cover all of the Registrable Securities, the
Company shall amend the Registration Statement and/or file a new Registration
Statement so as to cover all of the Registrable Securities as soon as
practicable. The Company shall use its reasonable best efforts to cause such
amendment and/or new Registration Statement to become effective as soon as
practicable following the filing thereof.
(c) The Company shall furnish to each Investor whose
Registrable Securities are included in the Registration Statement (i) promptly
after the same is prepared and publicly distributed, filed with the SEC or
received by the Company, one copy of the Registration Statement and any
amendment thereto,
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each preliminary prospectus and final prospectus and each amendment or
supplement thereto, and each substantive letter written by or on behalf of the
Company to the SEC and each item of each substantive correspondence from the
SEC, in each case relating to such Registration Statement (other than any
portion of any item thereof which contains information for which the Company has
sought confidential treatment); and (ii) such number of copies of a prospectus,
including a preliminary prospectus, and all amendments and supplements thereto,
and such other documents as such Investor may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such Investor.
(d) The Company shall use its reasonable best efforts to (i)
register and qualify the Registrable Securities covered by the Registration
Statement under such other securities or blue sky laws of such jurisdictions as
the Investors who hold a majority in interest of the Registrable Securities
being offered reasonably request, (ii) prepare and file in those jurisdictions
such amendments (including post-effective amendments) and supplements to such
registrations as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably necessary or
advisable to qualify the Registrable Securities for sale in such jurisdictions.
Notwithstanding the foregoing provision, the Company shall not be required in
connection therewith or as a condition thereto to (i) qualify to do business in
any jurisdiction where it would not otherwise be required to qualify but for
this section 3(d), (ii) subject itself to general taxation in any such
jurisdiction, (iii) file a general consent to service of process in any such
jurisdiction, (iv) provide any undertakings that cause more than nominal expense
or burden to the Company, or (v) make any change in its charter or bylaws, which
in each case the Board of Directors of the Company determines to be contrary to
the best interests of the Company and its stockholders.
(e) The Company shall notify each Investor who holds
Registrable Securities being sold pursuant to a Registration Statement of the
happening of any event of which the Company has knowledge as a result of which
the prospectus included in the 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 (a "Suspension Event"). The Company shall make such notification as
promptly as practicable after the Company becomes aware of such Suspension
Event, shall promptly use its reasonable best efforts to prepare a supplement or
amendment to the Registration Statement to correct such untrue statement or
omission, and shall
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deliver a copy of such supplement or amendment to each Investor.
Notwithstanding the foregoing provision, the Company shall not be required to
maintain the effectiveness of the Registration Statement or to amend or
supplement the Registration Statement for a period (a "Delay Period") expiring
upon the earlier to occur of (i) the date on which such material information is
disclosed to the public or ceases to be material, (ii) if applicable, the date
on which the Company is able to comply with its disclosure obligations and SEC
requirements related thereto, or (iii) 90 days after the occurrence of the
Suspension Event; provided, however, that there shall not be more than two Delay
Periods in any twelve month period.
(f) The Company shall use its reasonable best efforts to
prevent the issuance of any stop order or other suspension of effectiveness of a
Registration Statement and, if such an order is issued, shall use its reasonable
best efforts to obtain the withdrawal of such order at the earliest possible
time and to notify each Investor who holds Registrable Securities being sold of
the issuance of such order and the resolution thereof.
(g) The Company shall permit a single firm of counsel
designated by the Investors who hold a majority in interest of the Registrable
Securities being sold pursuant to such registration to review the Registration
Statement and all amendments and supplements thereto (as well as all requests
for acceleration or effectiveness thereof) a reasonable period of time prior to
their filing with the SEC, and shall not file any document in a form to which
such counsel reasonably objects. Any such counsel employed by the Investors
shall be done so at the Investors' cost and at no cost to the Company.
(h) The Company shall make available for inspection by any
Investor whose Registrable Securities are being sold pursuant to such
registration and any attorney, accountant or other agent retained by any such
Investor (collectively, the "Inspectors"), all pertinent financial and other
records, pertinent corporate documents and properties of the Company
(collectively, the "Records"), as shall be reasonably necessary to enable each
Inspector to exercise its due diligence responsibility, and cause the Company's
officers, directors and employees to supply all information which any Inspector
may reasonably request for purposes of such due diligence; provided, however,
that each Inspector shall hold in confidence and shall not make any disclosure
(except to an Investor) of any Record or other information unless (i) the
disclosure of such Records is necessary to avoid or correct a misstatement or
omission in any Registration Statement, (ii) the release of such Records is
ordered pursuant to a subpoena or other order from a court or government body of
competent jurisdiction, or (iii) the information
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in such Records has been made generally available to the public other than by
disclosure in violation of this or any other agreement. The Company shall not
be required to disclose any confidential information in such Records to any
Inspector until and unless such Inspector shall have entered into
confidentiality agreements (in form and substance satisfactory to the Company)
with the Company with respect thereto, substantially in the form of this section
3(h). Each Investor agrees that it shall, upon learning that disclosure of such
Records is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to the Company and allow
the Company, at the Company's expense, to undertake appropriate action to
prevent disclosure of, or to obtain a protective order for, the Records deemed
confidential. Nothing herein shall be deemed to limit the Investor's ability to
sell Registrable Securities in a manner which is otherwise consistent with
applicable laws and regulations.
(i) The Company shall take all other reasonable actions
reasonably requested by the Investors which are necessary to expedite and
facilitate disposition by the Investor of the Registrable Securities pursuant to
the Registration Statement.
4. Obligations of the Investors. In connection with the
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registration of the Registrable Securities, the Investors shall have the
following obligations:
(a) It shall be a condition precedent to the obligations of
the Company to take any action pursuant to this Agreement with respect to each
Investor that such Investor shall furnish in writing to the Company such
information regarding the Investor, the Registrable Securities held by the
Investor and the intended method of disposition of the Registrable Securities
held by the Investor as shall be reasonably required to effect the registration
of the Registrable Securities and shall execute such documents in connection
with such registration as the Company may reasonably request.
(b) Each Investor, by such Investor's acceptance of the
Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of the
Registration Statement hereunder, unless such Investor has notified the Company
in writing of such Investor's election to exclude all of such Investor's
Registrable Securities from the Registration Statement.
(c) Each Investor agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind described in
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section 3(e) or 3(f), such Investor will immediately discontinue disposition of
Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until such Investor's receipt of the copies of the
supplemented or amended prospectus contemplated by section 3(e) or 3(f) and, if
so directed by the Company, such Investor shall deliver to the Company (at the
expense of the Company) or destroy (and deliver to the Company a certificate of
destruction) all copies in such Investor's possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice.
5. Expenses of Registration. All expenses, other than discounts
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and commissions attributable to the sale of any Registrable Securities, incurred
in connection with registrations, filings or qualifications pursuant to section
2, including, without limitation, all registration, listing and qualifications
fees, printers and accounting fees, and the fees and disbursements of counsel
for the Company, shall be borne by the Company.
6. Indemnification. In the event any Registrable Securities are
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included in a Registration Statement under this Agreement:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Investor who holds such Registrable Securities,
the directors, if any, of such Investor, the officers, if any, of such Investor,
each person, if any, who controls any Investor within the meaning of the 1933
Act, any underwriter (as defined in the 0000 Xxx) for the Investors, the
directors, if any, of such underwriter and the officers, if any, of such
underwriter, and each person, if any, who controls any such underwriter within
the meaning of the 1933 Act (each, an "Indemnified Person"), against any losses,
claims, damages, expenses or liabilities (joint or several) (collectively
"Claims") to which any of them become subject under the 1933 Act or otherwise,
insofar as such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations in the Registration Statement, or
any post-effective amendment thereof, or any prospectus included therein: (i)
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or any post-effective amendment thereof or 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, (ii)
any untrue statement or alleged untrue statement of a material fact contained in
any preliminary prospectus if used prior to the effective date of such
Registration Statement, or contained in the final prospectus (as amended or
supplemented, if the Company files any amendment thereof or supplement thereto
with the SEC) or the omission or alleged omission to state therein any material
fact
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necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading, or (iii) any
violation or alleged violation by the Company of the 1933 Act or any state
securities law or any rule or regulation (the matters in the foregoing clauses
(i) through (iii) being, collectively, "Violations"). Subject to the
restrictions set forth in section 6(c) with respect to the number of legal
counsel, the Company shall reimburse the Investors and each such underwriter or
controlling person, promptly as such expenses are incurred and are due and
payable, for any legal fees or other expenses reasonably incurred by them in
connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this section 6(a): (A) shall not apply to a Claim arising out of
or based upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by any Indemnified Person or
underwriter for such Indemnified Person expressly for use in connection with the
preparation of the Registration Statement or any such amendment thereof or
supplement thereto; (B) with respect to any preliminary prospectus shall not
inure to the benefit of any such person from whom the person asserting any such
Claim purchased the Registrable Securities that are the subject thereof (or to
the benefit of any person controlling such person) if the untrue statement or
omission of material fact contained in the preliminary prospectus was corrected
in the prospectus, as then amended or supplemented, if a prospectus was timely
made available by the Company pursuant to section 3(c) hereof; and (C) shall not
apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be
unreasonably withheld. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Persons
and shall survive the transfer of the Registrable Securities by the Investors
pursuant to section 8.
(b) In connection with any Registration Statement in which an
Investor is participating, each such Investor agrees to indemnify and hold
harmless, to the same extent and in the same manner set forth in section 6(a),
the Company, each of its directors, each of its officers who signs the
Registration Statement, each person, if any, who controls the Company within the
meaning of the 1933 Act, any underwriter and any other stockholder selling
securities pursuant to the Registration Statement or any of its directors or
officers or any person who controls such stockholder or underwriter within the
meaning of the 1933 Act (collectively and together with an Indemnified Person,
an "Indemnified Party"), against any Claim to which any of them may become
subject, under the 1933 Act or otherwise, insofar as such Claim arises out of or
is based upon any Violation, in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity with written
information furnished to the
8
Company by such Investor expressly for use in connection with such Registration
Statement, and such Investor will promptly reimburse any legal fees or other
expenses reasonably incurred by them in connection with investigating or
defending any such Claim; provided, however, that the indemnity agreement
contained in this section 6(b) shall not apply to amounts paid in settlement of
any Claim if such settlement is effected without the prior written consent of
such Investor, which consent shall not be unreasonably withheld; provided
further, however, that the Investor shall be liable under this section 6(b) for
only that amount of a Claim as does not exceed the net proceeds to such Investor
as a result of the sale of Registrable Securities pursuant to such Registration
Statement. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of such Indemnified Party and shall
survive the transfer of the Registrable Securities by the Investors pursuant to
section 8.
(c) Promptly after receipt by an Indemnified Person or
Indemnified Party under this section 6 of notice of the commencement of any
action (including any governmental action), such Indemnified Person or
Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this section 6, deliver to the indemnifying party a
written notice of the commencement thereof and this indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying parties; provided, however, that an Indemnified Person or
Indemnified Party shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnifying party, if, in the reasonable opinion
of counsel retained by the indemnifying party, the representation by such
counsel of the Indemnified Person or Indemnified Party and the indemnifying
party would be inappropriate due to actual or potential differing interests
between such Indemnified Person or Indemnified Party and other party represented
by such counsel in such proceeding. The Company shall pay for only one separate
legal counsel for the Investors; such legal counsel shall be selected by the
Investors holding a majority in interest of the Registrable Securities. The
failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action shall not relieve such indemnifying
party of any liability to the Indemnified Person or Indemnified Party under this
section 6, except to the extent that the indemnifying party is prejudiced in its
ability to defend such action. The indemnification required by this section 6
shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as such expense, loss, damage or liability is
incurred and is due and payable.
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7. Contribution. To the extent any indemnification provided for
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herein is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under section 6 to the fullest extent permitted by law;
provided, however, that (i) no contribution shall be made under circumstances
where the maker would not have been liable for indemnification under the fault
standards set forth in section 6, (ii) no seller of Registrable Securities
guilty of fraudulent misrepresentation (within the meaning of section 11(f) of
the 0000 Xxx) shall be entitled to contribution from any seller of Registrable
Securities who was not guilty of such fraudulent misrepresentation, and (iii)
contribution by any seller of Registrable Securities shall be limited in amount
to the net amount of proceeds received by such seller from the sale of such
Registrable Securities.
8. Assignment of Registration Rights. The rights to have the
------------------------------------
Company register Registrable Securities pursuant to this Agreement shall be
automatically assigned by the Investors to transferees or assignees of all or
any portion of such securities only if (i) the Investor agrees in writing with
the transferee or assignee to assign such rights, and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment, (ii)
the Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights are
being transferred or assigned, (iii) following such transfer or assignment the
further disposition of such securities by the transferee or assignee is
restricted under the 1933 Act and applicable state securities laws, (iv) at or
before the time the Company received the written notice contemplated by clause
(ii) of this sentence, the transferee or assignee agrees in writing with the
Company to be bound by all of the provisions contained herein, (v) such transfer
shall have been made in accordance with the applicable requirements of the
Subscription Agreement between the Investor and the Company, and (vi) such
transferee shall be an "accredited investor" as that term is defined in Rule 501
of Regulation D promulgated under the 1933 Act.
9. Amendment of Registration Rights. Provisions of this Agreement
--------------------------------
may be amended and the observance thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively) only with the
written consent of the Company and Investors who hold a majority interest of the
Registrable Securities. Any amendment or waiver effected in accordance with
this section 9 shall be binding upon each Investor and the Company.
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10. Miscellaneous.
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(a) Conflicting Instructions. A person or entity is deemed
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to be a holder of Registrable Securities whenever such person or entity owns of
record such Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two or more persons or entities with
respect to the same Registrable Securities, the Company shall act upon the basis
of instructions, notice or election received from the registered owner of such
Registrable Securities.
(b) Notices. Any notices required or permitted to be given
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under the terms of this Agreement shall be sent by certified or registered mail
(with return receipt requested) or delivered personally or by courier (including
a nationally recognized overnight delivery service) or by facsimile
transmission. Any notice so given shall be deemed effective three days after
being deposited in the U.S. Mail, or upon receipt if delivered personally or by
courier or facsimile transmission, in each case addressed to a party at the
following address or such other address as each such party furnishes to the
other in accordance with this section 10(b):
If to the Company:
The Female Health Company
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xx. X.X. Xxxxxxx
with a copy to:
Reinhart, Boerner, Van Deuren,
Xxxxxx & Rieselbach, s.c.
0000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xx. Xxxxx X. Xxxxxx, Esq.
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If to an Investor, to the particular Investor at the address set forth in the
Subscription Agreement delivered by the Investor to the Company in connection
with the Guarantee.
(c) Waiver. Failure of any party to exercise any right or
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remedy under this Agreement or otherwise, or delay by a party in exercising such
right or remedy, shall not operate as a waiver thereof.
(d) Governing Law. This Agreement shall be enforced,
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governed by and construed in accordance with the laws of the State of Wisconsin
applicable to the agreements made and to be performed entirely within such
state, without giving effect to rules governing the conflict of laws.
(e) Severability. In the event that any provision of this
------------
Agreement is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other
provision hereof.
(f) Entire Agreement. This Agreement constitutes the entire
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agreement among the parties hereto with respect to the subject matter hereof.
There are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein or therein. This Agreement supersedes all
prior agreements and understandings among the parties hereto with respect to the
subject matter hereof.
(g) Successors and Assigns. Subject to the requirements of
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section 8 hereof, this Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties hereto.
(h) Use of Pronouns. All pronouns and any variations thereof
---------------
refer to the masculine, feminine or neuter, singular or plural, as the context
may require.
(i) Headings. The headings and subheadings in the Agreement
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are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.
(j) Counterparts. This Agreement may be executed in two or
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more counterparts, each of which shall be deemed an original but all of which
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shall constitute one and the same agreement. This Agreement, once executed by a
party, may be delivered to the other party hereto by facsimile transmission, and
facsimile signatures shall be binding on the parties hereto.
(k) Further Acts. Each party shall do and perform, or cause
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to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents,
as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
(l) Consents. All consents and other determinations to be
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made by the Investors pursuant to this Agreement shall be made by Investors
holding a majority of the Registrable Securities, determined as if all Warrants
then outstanding had been converted into or exercised for Registrable
Securities.
[Remainder of page intentionally left blank. Signature pages to follow.]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
COMPANY:
THE FEMALE HEALTH COMPANY
By: /s/ X.X. Xxxxxxx
------------------
X.X. Xxxxxxx, Chairman and Chief
Executive Officer
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COUNTERPART SIGNATURE PAGE
TO REGISTRATION RIGHTS AGREEMENT
This page constitutes a counterpart signature page to the Registration
Rights Agreement made and entered into by and among The Female Health Company, a
Wisconsin corporation, and certain guarantors. The undersigned party hereby
agrees to be bound by the terms thereof.
INVESTOR:
Xxxxxxx X. Xxxxxxxx
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Name of Investor
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------
Signature of Investor
Date: 5-15-01
COUNTERPART SIGNATURE PAGE
TO REGISTRATION RIGHTS AGREEMENT
This page constitutes a counterpart signature page to the Registration
Rights Agreement made and entered into by and among The Female Health Company, a
Wisconsin corporation, and certain guarantors. The undersigned party hereby
agrees to be bound by the terms thereof.
INVESTOR:
Xxxxx X. Xxxxxx
-----------------
Name of Investor
/s/ Xxxxx X. Xxxxxx
----------------------
Signature of Investor
Date: 5-15-01
COUNTERPART SIGNATURE PAGE
TO REGISTRATION RIGHTS AGREEMENT
This page constitutes a counterpart signature page to the Registration
Rights Agreement made and entered into by and among The Female Health Company, a
Wisconsin corporation, and certain guarantors. The undersigned party hereby
agrees to be bound by the terms thereof.
INVESTOR:
Xxx Xxxxxx
-----------
Name of Investor
/s/ Xxx Xxxxxx
----------------
Signature of Investor
Date: 5-14-01
COUNTERPART SIGNATURE PAGE
TO REGISTRATION RIGHTS AGREEMENT
This page constitutes a counterpart signature page to the Registration
Rights Agreement made and entered into by and among The Female Health Company, a
Wisconsin corporation, and certain guarantors. The undersigned party hereby
agrees to be bound by the terms thereof.
INVESTOR:
The Xxxxxx X. Xxxxxxx 1996 Living Trust
---------------------------------------------
Name of Investor
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Xxxxxx X. Xxxxxxx, Trustee
Date: 5-12-01
COUNTERPART SIGNATURE PAGE
TO REGISTRATION RIGHTS AGREEMENT
This page constitutes a counterpart signature page to the Registration
Rights Agreement made and entered into by and among The Female Health Company, a
Wisconsin corporation, and certain guarantors. The undersigned party hereby
agrees to be bound by the terms thereof.
INVESTOR:
Xxxxxxx X. Xxxxxxxxx
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Name of Investor
/s/ Xxxxxxx X. Xxxxxxxxx
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Signature of Investor
Date: 5-23-01
