REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made and entered
into as of June 20, 2000, by and among INTERNAP NETWORK SERVICES CORPORATION, a
Washington corporation ("Parent"), the stockholders of CO SPACE, INC., a
Delaware corporation (the "Company"), identified on EXHIBIT A hereto (the
"Stockholders"), and CO SPACE STOCKHOLDERS' AGENT LLC, a Delaware limited
liability company (the "Stockholders' Agent").
RECITALS
A. Parent, Cowboy Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Parent ("Merger Sub"), and the Company have entered
into an Agreement and Plan of Merger and Reorganization dated as of May 26,
2000, as amended (the "Reorganization Agreement"), pursuant to which Merger Sub
will merge with and into the Company (the "Merger") and the Stockholders will
have the right to receive shares of common stock of Parent. Capitalized terms
used in this Agreement and not otherwise defined shall have the meanings given
to them in the Reorganization Agreement.
B. Parent has agreed to provide the Stockholders with certain
registration rights as more fully described herein.
C. Contemporaneously with the execution and delivery of this Agreement,
each Stockholder is executing and delivering to Parent a lock-up agreement (a
"Lock-Up Agreement") of even date herewith, under which such Stockholder agrees
not to dispose of more than 50% of its Registerable Shares (defined below) or
warrants or other rights to purchase Registerable Shares except pursuant to the
terms of the Lock-Up Agreement.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
SECTION 1. GENERAL
1.1 DEFINITIONS. As used in this Agreement the following terms
shall have the following respective meanings:
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
"FORM S-3" means such form under the Securities Act as in
effect on the date hereof or any successor registration form under the
Securities Act subsequently adopted by the SEC that permits inclusion or
incorporation of substantial information by reference to other documents filed
by the Company with the SEC.
1.
"REGISTER," "REGISTERED," and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of
effectiveness of such registration statement or document.
"REGISTERABLE SHARES" means the shares of Parent Common Stock
issued to the Stockholders pursuant to the Reorganization Agreement or upon
exercise of Company Warrants assumed by Parent pursuant to the Reorganization
Agreement and any shares of Parent Common Stock issued in respect thereof as a
result of any stock split, stock dividend, share exchange, merger, consolidation
or similar recapitalization; PROVIDED, HOWEVER, that Registerable Shares shall
cease to be Registerable Shares when (i) a registration statement covering all
such Registerable Shares shall have become effective under the Securities Act,
and such Registerable Shares shall have been disposed of in accordance with the
Registration Statement, or (ii) all such Registerable Shares may be transferred
pursuant to Rule 144 under the Securities Act, as such rule may be amended from
time to time, or any successor rule or regulation ("Rule 144") in any single
calendar quarter and PROVIDED FURTHER, that Registerable Shares shall not
include (i) 50% of any shares of Parent Common Stock delivered into the "Escrow
Account" pursuant to the Escrow Agreement dated of even date herewith among
certain of the Stockholders, Parent, the Stockholders' Agent (as defined
therein) and State Street Bank and Trust Company of California, N.A., as escrow
agent and (ii) any shares issued upon exercise of any options assumed pursuant
to the Reorganization Agreement. The Stockholders desiring to sell shares
pursuant to Rule 144 shall provide such Rule 144 representation letters in usual
and customary form as may reasonably be requested by Parent's counsel to provide
such opinion.
"REGISTRATION EXPENSES" shall mean all expenses incurred by
Parent in complying with Sections 2.2 and 2.3 hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for Parent, reasonable fees and disbursements not to
exceed $15,000 of a single special counsel for the Stockholders, blue sky fees
and expenses and the expense of any special audits incident to or required by
any such registration (but excluding the compensation of regular employees of
Parent which shall be paid in any event by Parent).
"SEC" or "COMMISSION" means the Securities and Exchange
Commission.
"SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.
SECTION 2. REGISTRATION; RESTRICTIONS ON TRANSFER
2.1 RIGHTS HEREIN CONDITIONAL. The rights granted herein to
each Stockholder are conditioned upon each Stockholder's signing, and may only
be enforced by such Stockholder if such Stockholder has signed, each of the
Escrow Agreement, the Stockholder Representation Letter (or Purchaser
Representative Letter, if applicable) and the Lock-Up Agreement (each of such
agreements being substantially in the form as such agreement is attached as an
exhibit to the Reorganization Agreement, as amended) and the CO Space
Stockholders' Agent LLC Limited Liability Company Operating Agreement.
2.2 REGISTRATION
2.
(a) No later than October 4, 2000, Parent shall prepare and
file with the SEC a Form S-3 registration statement (or, if Form S-3 is not then
available to Parent, a registration statement on such other form as is then
available to Parent for the registration for resale of the Registerable Shares)
(the "Registration Statement"), covering the resale of the Registerable Shares.
Parent shall use its commercially reasonable efforts to cause the Registration
Statement to be declared effective as soon as practicable after the filing.
Subject to the terms of this Agreement, Parent shall use commercially reasonable
efforts to cause the Registration Statement to remain effective until the
earlier of (i) the date on which all Registerable Shares covered by the
Registration Statement have been sold to the public pursuant to the Registration
Statement or (ii) one year after the Closing Date, PROVIDED, HOWEVER, that the
reporting requirements of Rule 144(c) under the Securities Act have been
satisfied (the "Registration Effective Period").
(b) In connection with any exercise by MSDW Venture Partners,
H & Q Indian Investors, L.P. or Oak Investment Partners, VIII, L.P. (including
any transferee of rights of such holders, collectively, the "Investors") of
their demand or piggyback registration rights pursuant to Section 2.2 and
Section 2.3, respectively, of the Indian Network Services Corporation Amended
and Restated Investor Rights Agreement, dated October 4, 1999, as amended by the
Consent and Amendment to Investor Rights Agreement dated as of May [__], 2000
(as so amended, the "Investor Rights Agreement") or any other such registration
rights granted by Parent to the Investors with respect to the shares of Parent
Common Stock owned by the Investors as of the date hereof, Parent shall notify
the Stockholders in writing at least thirty (30) days prior to the filing of any
registration statement under the Securities Act for purposes of a public
offering of securities of the Parent in connection with such exercise. Parent
will afford each such Stockholder an opportunity to include in such registration
statement Registerable Shares held by such Stockholder. The number of
Registerable Shares that may be included in such registration statement by a
Stockholder shall equal a percentage of such Stockholder's Registerable Shares
equal to the percentage of Registerable Securities (as defined in the Investor
Rights Agreement) (or the applicable percentage with respect to any other
registration rights granted by Parent to the Investors with respect to the
shares of Parent Common Stock owned by the Investors as of the date hereof) held
by the Investors that is proposed to be sold by the Investors under such
registration statement. Each Stockholder desiring to include in any such
registration statement any part of the Registerable Shares held by it shall,
within fifteen (15) days after the above-described notice from the Parent, so
notify the Parent in writing. Such notice shall state the intended method of
disposition of the Registerable Shares by such Stockholder. If the registration
statement under which the Parent gives notice under this Section 2.2(b) is for
an underwritten offering, the Parent shall so advise the Stockholders. In such
event, the right of any such Stockholder to be included in a registration
pursuant to this Section 2.2(b) shall be conditioned upon such Stockholder's
participation in such underwriting and the inclusion of such Stockholder's
Registerable Shares in the underwriting to the extent provided herein and
subject to all terms and conditions of the Investor Rights Agreement, or any
other agreement under which registration rights are granted by Parent to the
Investors with respect to the shares of Parent Common Stock owned by the
Investors as of the date hereof, has granted applicable to such registration.
All Stockholders proposing to distribute their Registerable Shares through such
underwriting shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting by the Parent.
3.
2.3 EXPENSES OF REGISTRATION. Except as specifically provided
herein, all Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to Section 2.2 herein shall be borne by
Parent.
2.4 OBLIGATIONS OF PARENT. Whenever required to effect the
registration of the Registerable Shares pursuant to Section 2.2, Parent shall,
as expeditiously as reasonably possible:
(a) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement for the Registration Effective
Period.
(b) Furnish to the Stockholders such number of copies
of a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registerable Shares
owned by them.
(c) Use all reasonable efforts to register and
qualify the securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Stockholders; PROVIDED that Parent shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions.
(d) Notify each Stockholder covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act 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 the light of the circumstances under which
such statements were made. Thereafter, Parent shall use commercially reasonable
efforts to prepare and file with the SEC and furnish to each Stockholder as
promptly as practicable a reasonable number of copies of a supplement to or an
amendment of such prospectus or other such documents as may be necessary so
that, as thereafter delivered to the purchasers of such Registerable 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 under which
such statements were made.
(e) Use its best efforts to furnish, on the date that
such Registerable Shares are delivered to the underwriters for sale, if such
securities are being sold through underwriters, (i) an opinion, dated as of such
date, of the counsel representing Parent for the purposes of such registration,
in form and substance as is customarily given to underwriters in an underwritten
public offering, addressed to the underwriters, if any, and (ii) a letter dated
as of such date, from the independent certified public accountants of Parent, in
form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering addressed to the
underwriters.
4.
2.5 DELAY OF REGISTRATION; FURNISHING INFORMATION.
(a) No Stockholder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 2.
(b) It shall be a condition precedent to the
obligations of Parent to take any action pursuant to Section 2.2 that the
Stockholders shall furnish to Parent such information regarding themselves, the
Registerable Shares held by them and the intended method of disposition of such
securities as shall be required to effect the registration of their Registerable
Shares.
2.6 INDEMNIFICATION. In the event any Registerable Shares are
included in a registration statement under Section 2.2:
(a) To the extent permitted by law, Parent will
indemnify and hold harmless each Stockholder, the partners, officers and
directors of each Stockholder, any underwriter (as defined in the Securities
Act) for such Stockholder and each person, if any, who controls such Stockholder
or underwriter within the meaning of the Securities Act or the Exchange Act,
against any losses, claims, damages or liabilities (joint or several) to which
they may become subject under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively a "Violation") by Parent: (i)
any untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) 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
(iii) any violation or alleged violation by Parent of the Securities Act, the
Exchange Act, any state securities law or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state securities law in
connection with the offering covered by such registration statement; and Parent
will pay as incurred to each such Stockholder, partner, officer, director,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; PROVIDED HOWEVER, that the indemnity
agreement contained in this Section 2.6(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of Parent, which consent shall not be
unreasonably withheld, nor shall Parent be liable in any such case for any such
loss, claim, damage, liability or action to the extent that it arises out of or
is based upon a Violation which occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by such Stockholder, partner, officer, director, underwriter or
controlling person of such Stockholder.
(b) To the extent permitted by law, each Stockholder
will indemnify and hold harmless Parent, each of its directors, its officers and
each person, if any, who controls Parent within the meaning of the Securities
Act, any underwriter and any other Stockholder
5.
selling securities under such registration statement or any of such other
Stockholder's partners, directors or officers or any person who controls such
Stockholder, against any losses, claims, damages or liabilities (joint or
several) to which they may become subject under the Securities Act, the Exchange
Act or other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are 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 by such Stockholder under an instrument duly executed by such
Stockholder and stated to be specifically for use in connection with such
registration; and each such Stockholder will pay as incurred any legal or other
expenses reasonably incurred by Parent or any such director, officer,
controlling person, underwriter or other Stockholder, or partner, officer,
director or controlling person of such other Stockholder in connection with
investigating or defending any such loss, claim, damage, liability or action if
it is judicially determined in a final, non-appealable decision that there was
such a Violation; PROVIDED, HOWEVER, that the indemnity agreement contained in
this Section 2.6(b) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Stockholder, which consent shall not be unreasonably
withheld; PROVIDED FURTHER, that in no event shall any indemnity under this
Section 2.6 exceed the net proceeds from the offering received by such
Stockholder.
(c) Promptly after receipt by an indemnified party
under this Section 2.6 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 2.6,
deliver to the indemnifying party a written notice of the commencement thereof
and the 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 the defense thereof with counsel mutually
satisfactory to both the indemnifying party and the indemnified party; PROVIDED,
HOWEVER, that an indemnified party shall have the right to retain its own
counsel, with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if materially prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 2.6, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 2.6.
(d) If the indemnification provided for in this
Section 2.6 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or liabilities
referred to herein, the indemnifying party, in lieu of indemnifying such
indemnified party thereunder, shall to the extent permitted by applicable law
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with
6.
the Violation(s) that resulted in such loss, claim, damage or liability, as well
as any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by a court
of law by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission; PROVIDED, that in no event
shall any contribution by a Stockholder hereunder exceed the net proceeds from
the offering received by such Stockholder.
(e) The obligations of Parent and Stockholders under
this Section 2.6 shall survive completion of any offering of Registerable Shares
in a registration statement and the termination of this agreement. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.
2.7 RULE 144 REPORTING. With a view to making available to the
Stockholders the benefits of certain rules and regulations of the SEC which may
permit the sale of the Registerable Shares to the public without registration,
Parent agrees to:
(a) Make and keep public information available, as
those terms are understood and defined in Rule 144 or any similar or analogous
rule promulgated under the Securities Act;
(b) File with the SEC, in a timely manner, all
reports and other documents required of Parent under the Exchange Act; and
(c) So long as a Stockholder owns any Registerable
Shares, furnish to such Stockholder forthwith upon request: a written statement
by Parent as to its compliance with the reporting requirements of said Rule 144
of the Securities Act and of the Exchange Act; a copy of the most recent annual
or quarterly report of Parent; and such other reports and documents as a
Stockholder may reasonably request in availing itself of any rule or regulation
of the SEC allowing it to sell any such securities without registration.
2.8 CESSATION OF OFFERING. Upon receipt of any notice from
Parent of the happening of any event of the kind described in Section 2.4(d),
the disposition of the Registerable Shares pursuant to the Registration
Statement covering such shares shall be immediately discontinued until the
Stockholders receive copies of the supplemented or amended prospectus or other
documents contemplated by Section 2.4(d), and, if so directed by Parent, the
Stockholders shall deliver to Parent all copies of the prospectus covering such
Registerable Shares in such Stockholder's possession at the time of receipt of
such notice. In no event may Parent cause the cessation of the sale of shares
under the Registration Statement pursuant to Section 2.4(d) for more than an
aggregate of 45 days during the Registration Effective Period.
7.
SECTION 3. MISCELLANEOUS
3.1 GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of Delaware as applied to agreements among
Delaware residents entered into and to be performed entirely within Delaware.
3.2 SURVIVAL. The representations, warranties, covenants, and
agreements made herein shall survive any investigation made by any Stockholder
and the closing of the transactions contemplated hereby. All statements as to
factual matters contained in any certificate or other instrument delivered by or
on behalf of Parent pursuant hereto in connection with the transactions
contemplated hereby shall be deemed to be representations and warranties by
Parent hereunder solely as of the date of such certificate or instrument.
3.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors, and administrators of
the parties hereto and shall inure to the benefit of and be enforceable by each
person who shall be a holder of Registerable Shares from time to time; PROVIDED,
HOWEVER, that prior to the receipt by Parent of adequate written notice of the
transfer of any Registerable Shares specifying the full name and address of the
transferee, Parent may deem and treat the person listed as the holder of such
shares in its records as the absolute owner and holder of such shares for all
purposes, including the payment of dividends or any redemption price.
3.4 ENTIRE AGREEMENT. This Agreement, the Exhibits and
Schedules hereto, the Reorganization Agreement, the Lock-Up Agreement and the
other documents delivered pursuant thereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and no party shall be liable or bound to any other in any manner by any
representations, warranties, covenants and agreements except as specifically set
forth herein and therein.
3.5 SEVERABILITY. In case any provision of the Agreement shall
be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
3.6 AMENDMENT AND WAIVER.
(a) Any provision 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 Parent and the Stockholders owning of record at least 80% of the
Registerable Shares then outstanding. Any amendment or waiver effected in
accordance with this Section 3.6 shall be binding upon each Stockholder and
Parent; PROVIDED, HOWEVER, that no such amendment or waiver shall
disproportionately affect a Stockholder adversely without such Stockholder's
consent. By acceptance of any benefits under this Agreement, the Stockholders
hereby agree to be bound by the provisions hereunder.
8.
(b) Except as otherwise expressly provided, the
obligations of Parent and the rights of the Stockholders under this Agreement
may be waived only with the written consent of the holders of at least a
majority of the Registerable Shares.
3.7 NOTICES. All notices required or permitted hereunder shall
be in writing and shall be deemed effectively given: (a) upon personal delivery
to the party to be notified, (b) when sent by confirmed telex or facsimile if
sent during normal business hours of the recipient; if not, then on the next
business day, (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All communications shall be
sent to the party to be notified at the address as set forth on the signature
pages hereof or EXHIBIT A hereto or at such other address as such party may
designate by ten (10) days advance written notice to the other parties hereto.
3.8 ATTORNEYS' FEES. In the event that any dispute among the
parties to this Agreement should result in litigation, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with
respect to this Agreement, including without limitation, such reasonable fees
and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.
3.9 TITLES AND SUBTITLES. The titles of the sections and
subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.
3.10 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.
9.
This Registration Rights Agreement has been executed and delivered as
of the date first stated above.
INTERNAP NETWORK SERVICES CORPORATION
By:
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Printed Name:
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Title:
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SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
STOCKHOLDER:
By:
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Printed Name:
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Title:
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SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
STOCKHOLDERS' AGENT:
CO SPACE STOCKHOLDERS' AGENT LLC
By:
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Printed Name:
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Title:
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SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
EXHIBIT A
STOCKHOLDERS
TABLE OF CONTENTS
PAGE
SECTION 1.GENERAL.................................................................................................1
1.1 Definitions.....................................................................................1
SECTION 2.REGISTRATION; RESTRICTIONS ON TRANSFER..................................................................2
2.1 Rights Herein Conditional.......................................................................2
2.2 Registration....................................................................................2
2.3 Expenses of Registration........................................................................4
2.4 Obligations of Parent...........................................................................4
2.5 Delay of Registration; Furnishing Information...................................................5
2.6 Indemnification.................................................................................5
2.7 Rule 144 Reporting..............................................................................7
2.8 Cessation of Offering...........................................................................7
SECTION 3.MISCELLANEOUS...........................................................................................8
3.1 Governing Law...................................................................................8
3.2 Survival........................................................................................8
3.3 Successors and Assigns..........................................................................8
3.4 Entire Agreement................................................................................8
3.5 Severability....................................................................................8
3.6 Amendment and Waiver............................................................................8
3.7 Notices.........................................................................................9
3.8 Attorneys' Fees.................................................................................9
3.9 Titles and Subtitles............................................................................9
3.10 Counterparts....................................................................................9
1.
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