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EXHIBIT 10.24
ND HOLDINGS, INC.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), is entered into as of
May 8, 1998, by and among ND HOLDINGS, INC., an Oregon corporation (the
"Company"), and the holders listed on Schedule A attached hereto (the "Holders")
of warrants (the "Warrants") to purchase shares of the Company's common stock,
no par value per share (the "Common Stock").
RECITALS
In connection with the issuance of Warrants to purchase shares of the
Company's Common Stock, the Company hereby grants the Holders certain rights
with respect to the Company as further set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants, and conditions set forth in this Agreement, the parties
hereto, intending to be legally bound, do hereby agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
1.1 "Holder" means any person owning or having the right to acquire
Registrable Securities or any assignee thereof in accordance with Section 4.3
hereof.
1.2 "1933 Act" means the Securities Act of 1933, as amended.
1.3 "1934 Act" means the Securities Exchange Act of 1934, as amended.
1.4 The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the 1933 Act, and the declaration or
ordering of effectiveness of such registration statement or document.
1.5 "Registrable Securities" means any portion of the Common Stock issued
or issuable upon the exercise of the Warrants or of any warrant, right or other
distribution with respect to, in exchange for or in replacement of such
Registrable Securities.
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1.6 The number of shares of "Registrable Securities then outstanding" shall
be determined by the number of shares of Common Stock issuable pursuant to then
exercisable securities which upon issuance would be, Registrable Securities.
1.7 "SEC" means the Securities and Exchange Commission.
ARTICLE 2
COMPANY REGISTRATION
2.1 Company Registration. If (but without any obligation to do so) the
Company proposes to register (including for this purpose a registration effected
by the Company for shareholders other than the Holders) any of its Common Stock
under the 1933 Act in connection with the public offering of such securities
solely for cash (other than a registration relating solely to the sale of
securities to participants in a Company stock or option plan, or a registration
on any form which does not include substantially the same information as would
be required to be included in a registration statement covering the sale of the
Registrable Securities), the Company, at such time, promptly shall give each
Holder written notice of such registration. Upon the written request of any
Holder given within ten (10) days after mailing of such notice by the Company in
accordance with Section 6.5 below to the addresses of record on the stock books
of the Company, the Company, subject to the provisions of Section 2.5 below,
shall cause to be registered under the 1933 Act all of the Registrable
Securities that each such Holder has requested to be registered.
2.2 Obligations of the Company. Whenever required under this Article 2 to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective, and use its best efforts to keep
effective such registration statement and maintain the qualifications referred
to in Section 2.2(d) below for such period, not exceeding three (3) months, as
may be necessary for the selling Holders to dispose of the Registrable
Securities being sold.
(b) 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
1933 Act with respect to the disposition of all securities covered by such
registration statement.
(c) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
1933
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Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them.
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other domestic securities or
blue sky laws of such jurisdictions as shall be reasonably requested by the
Holders; provided, however, that the Company 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.
Anything in this Agreement to the contrary notwithstanding with respect to the
bearing of expenses, if any jurisdiction in which the securities shall be
qualified shall require that expenses incurred in connection with the
qualification of the securities in that jurisdiction be borne by selling
shareholders, then such expenses shall be payable by Holders participating in
such underwriting pro rata to the extent required by such jurisdiction.
(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering. Each Holder participating
in such underwriting shall also enter into and perform its obligations under
such an agreement.
(f) Notify each Holder of Registrable Securities covered by such
registration statement, at any time when a prospectus relating thereto covered
by such registration statement is required to be delivered under the 1933 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 light of the
circumstances then existing.
(g) Furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to this Article 2, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Article 2, if such securities are being
sold through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (i) an opinion, dated such date, of the counsel
representing the Company 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 to the Holders requesting
registration of Registrable Securities and (ii) a 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
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an underwritten public offering, addressed to the underwriters, if any, and to
the Holders requesting registration of Registrable Securities.
2.3 Furnish Information. The selling Holders shall furnish to the Company
such reasonable information regarding themselves, the Registrable Securities
held by them, and the intended method of disposition of such securities as shall
be required to effect the registration of their Registrable Securities.
2.4 Expenses of Company Registration. The Company shall bear and pay all
expenses incurred in connection with any registration, filing or qualification
of Registrable Securities with respect to the registrations pursuant to this
Article 2 for each Holder, including, without limitation, all registration,
filing and qualification fees, printers' bills, accounting fees and the fees and
disbursements of counsel for the Company, but excluding underwriting discounts
and commissions relating to Registrable Securities and any legal expenses of the
selling Holders if such Holders have counsel separate from counsel for the
Company.
2.5 Underwriting Requirements. In connection with any offering involving an
underwriting of shares being issued by the Company, the Company shall not be
required under Section 2.1 to include any of the Holders' securities in such
underwriting unless such Holders accept the terms of the underwriting as agreed
upon between the Company and the underwriters selected by it, and then only in
such quantity as will not, in the opinion of the underwriters, adversely affect
the distribution or price of the securities to be offered. The Holders may
allocate among themselves the quantity, if any, of securities which in such
underwriters' opinion may be distributed without adversely affecting such
distribution and price (or, if such Holders are unable to agree among themselves
with respect to such allocation, such allocation shall be in proportion to the
total amount of securities owned by each such selling Holder).
2.6 Delay of Registration. No Holder shall have any right to take any
action or restrain, enjoin, or otherwise delay any registration as the result of
any controversy that might arise with respect to the interpretation or
implementation of this Article 2.
ARTICLE 3
REGISTRATION ON REQUEST
3.1 Request. At any time or from time to time after the 12 month period
immediately following the Company's initial public offering of shares of Common
Stock, the Company shall receive from any Holder or group of Holders holding at
least a majority of the Registrable Securities (the "Initiating Holders") a
written
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request that the Company effect any registration, qualification or compliance
with respect to shares of Registrable Securities the reasonably anticipated
aggregate price of which would exceed $2,000,000, the Company will:
(a) promptly give written notice of the proposed registration,
qualification or compliance to all other Holders holding Registrable Securities;
and
(b) as soon as practicable, use its best efforts to effect such
registration, qualification or compliance (including, without limitation, the
execution of an undertaking to file post-effective amendments, appropriate
qualification under applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under the 1933 Act and
any other governmental requirements or regulations) as may be so requested and
as would permit or facilitate the sale and distribution of all or such portion
of such Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any Holder or Holders
joining in such request as are specified in a written request received by the
Company within twenty (20) days after receipt of such written notice from the
Company; provided, however, that the Company shall not be obligated to take any
action to effect any such registration, qualification or compliance pursuant to
this Section:
(i) in any particular jurisdiction in which the Company would be
required to qualify to do business or to execute a general consent to
service of process in effecting such registration, qualification or
compliance unless the Company is already subject to service in such
jurisdiction and except as may be required by the 1933 Act,
(ii) after the Company has effected one such registration
pursuant to this Section 3.1 and such registration has been declared or
ordered effective and the securities offered pursuant to such registration
have been sold; or
(iii) within six (6) months following the effective date of a
registration statement previously filed by the Company.
Subject to the foregoing clauses (i), (ii) and (iii), the Company shall
file a registration statement covering the Registrable Securities so requested
to be registered as soon as practicable after receipt of the request or requests
of the Initiating Holders. If, however, the Company shall furnish to the
Initiating Holders a certificate signed by the Chief Executive Officer of the
Company stating that, in the good faith judgment of the Board of Directors of
the Company, it would be seriously detrimental to the Company and its
shareholders for such registration statement to be filed and it is therefore
essential to defer the filing of such registration statement, the Company shall
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have the right to defer such filing for a period of not more than one hundred
eighty (180) days after receipt of the request of the Initiating Holder,
provided, however, that the Company may not utilize this right more than once in
any twelve-month period.
3.2 Underwriting. If the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request made pursuant to
Section 3.1, and the Company shall include such information in the written
notice referred to in Section 3.1(a). The right of any Holder to registration
pursuant to Article 3 shall be conditioned upon such Holder's participation in
such underwriting and the inclusion of such Holder's Registrable Securities in
the underwriting to the extent requested (unless otherwise mutually agreed by a
majority in interest of the Holders requesting registration) and to the extent
provided herein.
The Company shall (together with all Holders proposing to distribute
their securities through such underwriting) enter into an underwriting agreement
in customary form with the managing underwriter selected for such underwriting
by a majority in interest of the Initiating Holders. Notwithstanding any other
provision of this Article 3, if the managing underwriter advises the Initiating
Holders in writing that marketing factors require a limitation of the number of
shares to be underwritten, then, subject to the provisions of Section 3.1, the
Company shall so advise all Holders, and the number of shares of Registrable
Securities that may be included in the registration and underwriting shall be
allocated among all Holders requesting inclusion in the registration by such
Holders (or, if such Holders are unable to agree among themselves with respect
to such allocation, such allocation shall be in proportion to the total amount
of securities owned by each such selling Holder). No Registrable Securities
excluded from the underwriting by reason of the managing underwriter's marketing
limitation shall be included in such registration.
If any Holder of Registrable Securities disapproves of the terms of
the underwriting, such person may elect to withdraw therefrom by written notice
to the Company, the managing underwriter and the other Holders. The Registrable
Securities and/or other securities so withdrawn shall also be withdrawn from
registration; provided, however, that if by the withdrawal of such Registrable
Securities a greater number of Registrable Securities held by other Holders may
be included in such registration (up to the maximum of any limitation imposed by
the underwriters), then the Company shall offer to all Holders who have included
Registrable Securities in the registration the right to include additional
Registrable Securities in the same proportion used in determining the
underwriter limitation in this Section 3.2. If the registration does not become
effective due to the withdrawal of Registrable Securities, then either (i) the
Holders requesting registration shall
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reimburse the Company for expenses incurred in complying with the request or
(ii) the aborted registration shall be treated as effected for purposes of
Section 3.1 (b)(ii).
ARTICLE 4
GENERAL REGISTRATION PROVISIONS
4.1 Reports Under the 1934 Act. With a view to making available to the
Holders the benefits of Rule 144 promulgated under the 1933 Act and any other
rule or regulation of the SEC that at any time may permit a Holder to sell
securities of the Company to the public without registration, the Company agrees
to use its reasonable efforts to:
(a) make and keep public information available, as those terms are
understood and defined in SEC Rule 144, at all times subsequent to 90 days after
the effective date of the first registration statement filed by the Company for
the offering of its securities to the general public;
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act; and
(c) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon written request (i) a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144 (at
any time subsequent to 90 days after the effective date of the first
registration statement filed by the Company), the 1933 Act and the 1934 Act (at
any time after it has become subject to such reporting requirements), (ii) a
copy of the most recent annual or quarterly report of the Company and such other
reports and documents as are filed with the SEC by the Company, and (iii) such
other information as may be reasonably requested in availing any Holder of any
rule or regulation of the SEC which permits the selling of any such securities
without registration.
4.2 "Market Stand-Off" Agreement. In consideration for the Company agreeing
to its obligations under this Agreement, each Purchaser hereby agrees that, to
the extent requested by an underwriter of Common Stock (or other securities) of
the Company, it shall not sell, make any short sale of, loan, grant any option
on, or otherwise transfer or dispose of (other than to donees who agree to be
similarly bound) any Registrable Securities during the one hundred eighty
(180)-day period following the effective date of a registration statement of the
Company filed under the 1933 Act. Each Purchaser, if requested by the Company or
its underwriter, shall execute and deliver an instrument setting forth such
agreement, although each Purchaser is hereby bound without the necessity of such
instrument on the request of the Company and the underwriter. In order to
enforce the foregoing covenant, the
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Company may impose stop-transfer instructions with respect to the Registrable
Securities until the end of such one hundred eighty (180)-day period.
4.3 Transfer of Registration Rights. The registration and other rights of
the Holders under Articles 2 and 3 may be transferred to any transferee who
acquires, pursuant to the terms of the Warrant, the right to purchase at least
one thousand shares of Common Stock; provided, however, that the Company is
given written notice by the Holder at the time of such transfer stating the name
and address of the transferee and identifying the securities with respect to
which the rights under Articles 2 and 3 are being assigned.
ARTICLE 5
INDEMNIFICATION
5.1 Indemnification and Contribution. In the event any Registrable
Securities are included in a registration statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, the officers and directors of each Holder, any
underwriter (as defined in the 0000 Xxx) for such Holder and each person, if
any, who controls such Holder or underwriter within the meaning of the 1933 Act
or the 1934 Act, against any losses, claims, damages or liabilities (joint or
several) to which they may become subject under the 1933 Act, the 1934 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"): (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 the
Company of the 1933 Act, the 1934 Act, any state securities law or any rule or
regulation promulgated under the 1933 Act, the 1934 Act or any state securities
law; and the Company will reimburse each such Holder, officer or 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
agreements contained in this Section 5.1(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 the Company (which consent shall
not be unreasonably withheld), nor shall the Company 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
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information furnished expressly for use in connection with such registration by
any such Holder, underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder will indemnify
and hold harmless the Company, each of its directors and officers, each person,
if any, who controls the Company within the meaning of the 1933 Act, any
underwriter and any other Holder selling securities under such registration
statement or any of its directors or officers or any person who controls such
Holder or underwriter, against any losses, claims, damages or liabilities (joint
or several) to which the Company or any such director, officer, controlling
person, or underwriter or controlling person, or other such Holder or director,
officer or controlling person may become subject, under the 1933 Act, the 1934
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 Holder expressly for use in connection with such registration;
and each such Holder will reimburse any legal or other expenses reasonably
incurred by the Company or any such director, officer, controlling person,
underwriter or controlling person, or other Holder, officer, director, or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this Section 5.1(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 Holder, which consent shall
not be unreasonably withheld.
(c) Promptly after receipt by an indemnified party under this Section
5.1 of notice of the commencement of any action (including any governmental
action), such indemnified party, if a claim in respect thereof is to be made
against any indemnifying party under this Section 5.1, will 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 notified, to assume the defense thereof with counsel mutually
satisfactory to the parties. An indemnified party shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall be at the
expense of the indemnified party, unless (i) the employment of such counsel has
been specifically authorized in writing by the indemnifying party, (ii) the
indemnifying party has failed to assume the defense and employ counsel, or (iii)
the named parties to any such action (including any impleaded parties) include
both the indemnified party and the indemnifying party, and the indemnified party
shall have been advised by such counsel that there may be one or more legal
defenses available to it which are different from or additional to those
available to the indemnifying party (in which case the indemnifying party shall
not have the right to assume the defense of such
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action on behalf of such indemnified party, it being understood, however, that
the indemnifying party shall not, in connection with any one such action or
separate substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and the expenses of more than one separate firm of attorneys for
all indemnified parties). The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
5.1, 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 5.1.
(d) If the indemnification provided for in Subsection (a) or (b) of
this Section 5.1 is unavailable or insufficient to hold harmless an indemnified
party under such subsections in respect of any losses, claims, damages or
liabilities or action in respect thereof referred to therein, then each
indemnifying party in lieu of indemnifying such indemnified party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or actions in such proportion as is
appropriate to reflect the relative fault of the Company, on the one hand, and
the underwriters and selling Holders, on the other, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or actions as well as any other relevant equitable considerations,
including the failure to give the notice required under such subsections. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact relates to information
supplied by the Company, on the one hand, or such underwriters or selling
Holders, on the other hand, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 5.1(d) were determined by pro rata
allocation (even if all of the selling Holders were treated as one entity for
such purpose) or by any other method of allocation which did not take account of
the equitable considerations referred to above in this Section 5.1(d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or actions in respect thereof, referred to above in
this Section 5.1(d), shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11 (f) of the 0000 Xxx) shall
be entitled to contribution from any person who is not guilty of such fraudulent
misrepresentation.
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(e) The obligations of the Company and the selling Holders under this
Section 5.1 shall survive the exercise of the Warrants and the completion of any
offering of Registrable Securities in a registration statement under Articles 2
and 3.
ARTICLE 6 MISCELLANEOUS
6.1 Venue. This Agreement shall be governed by and construed under the laws
of the State of Oregon as applied to agreements among Oregon residents, made and
to be performed entirely within the State of Oregon. Each of the parties hereto
consents to jurisdiction and venue in the state and federal courts siting in
Portland, Oregon.
6.2 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.
6.3 Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement among the Holders and the Company with regard to the
subject matter hereof. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto and their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
herein.
6.4 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
6.5 Notices. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or upon deposit with
the United States Post Office, first class, postage prepaid and addressed (i) if
to a Purchaser, at such Purchaser's address set forth on Schedule A, or at such
other address as such Purchaser may designate by ten (10) days' advance written
notice to the Company in writing, or (ii) if to the Company, one copy shall be
sent to 0000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxx 00000 to the attention of the
President, and another copy shall be sent to Xxxxxxx Coie 0000 X.X. Xxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxx 00000-0000, facsimile number (503)
727-2222, attention Xxxxxxx X. Xxxxxxx, or at such other addresses as the
Company shall have furnished to the Holder.
6.6 Amendments. The provisions of this Agreement may be amended at any time
and from time to time, and particular provisions of the Agreement may be waived,
with and only with an agreement or consent in writing signed by the
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Company and the Holders holding a majority of the Registrable Securities
outstanding as of the date of such amendment or waiver. Each Purchaser
acknowledges that by the operation of this Section, Holders holding less than
all of the outstanding shares of Registrable Securities have the right and power
to diminish or eliminate the rights of such Purchaser arising under this
Agreement.
6.7 Captions. The captions used in this Agreement are for convenience of
reference only and are not to be considered in construing this Agreement.
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COMPANY SIGNATURE PAGE TO
REGISTRATION RIGHTS AGREEMENT
The foregoing Agreement is hereby executed effective as of the date first
above written.
COMPANY
ND HOLDINGS, INC.
By: /s/ Xxxx Xxxxxxx
------------------------------------
Its:
------------------------------------
HOLDERS SIGNATURE PAGES ATTACHED
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PURCHASER SIGNATURE PAGE TO
REGISTRATION RIGHTS AGREEMENT
Xxxxx X. Xxxxxxx & Xxxxxx X. Xxxxxxx
----------------------------------------------
Print Holders Name
/s/ Xxxxx X. Xxxxxxx & Xxxxxx X. Xxxxxxx
----------------------------------------------
Signature of Purchaser (or authorized
signatory, if purchaser is not an individual
----------------------------------------------
Name and title of authorized signatory, if
Purchaser is not an individual
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SCHEDULE A
Xxxxx X. and Xxxxxx X. Xxxxxxx Bison Investors Trust
Xxxx X. and Xxxxxxxxx X. Xxxx D'xxx Xxxxx
Xxxxxxxx X. Xxxxx Xxxx Xxxxxx and Associates
Double Ten Enterprises Limited Partnership Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx
Xxxx X. Xxxxxx Xxxxx Xxxxxxx
Xxxxxxx X. XxXxxx Xxxxxxx Xxxxxxxx and Xxxxx X. Xxxxxxxx as
Tenants & Common
Xxxxxx & Xxxxx XxXxxx Xxxxx Xxxxx
Xxxx and Xxxxx Xxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxx
Peregrine Capital, Inc. Xxxxxx X. Xxxxxxx
Xxxxx Kryszek Art Xxxxxxxxx & Xxxxx Xxxxxxxxx Living Trust
Xxxxxxx Xxxxxxx Xxx and Xxxxxxx Xxxxxxxx
Xxx Xxxxxxx Xxxxx Xxxxxxx
Xxx Xxxxxxxx Xxxxx Xxxxxxx
Xxxxxx Xxx Xxxxxxx Xxxx Xxxxxxx and Xxxxxx Xxxxxxx, JT
Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxx
TT&L Sheet Metal, Inc. Pension Account Xxxx X. Xxxxxxx
Xxxxxxx Xxxxxxx Cap Xxxxxx & Associates, Inc. Pension & Profit
Sharing Plan & Trust ua dtd 1-1-76
Xxxx Xxxxxxxxx Xxxxxxxx X. Xxxxx & Xxxx Xxx Xxxxx
Xxxxxxx Xxxxxxxx Xxxxx X. Xxxxxxx
Xxxxxx XxXxxxxxx Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx
revocable trust ua dtd 10/31/95
Summit Capital LLC Xxxxx Living Trust
Vista Capital LLC Xxxxxx Xxxxxxxx
Fiserv as Custodian for the Xxxxxxx Xxxxxxx XXX PAMB INVESTMENTS
Xxxxxxx X. Xxxxx Xxxxxx X. Xxxx
Tiburon Fund LP Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx, JTWROS
Washington Pacific Inc., Retirement Account, Xxxxx Xxxxxxx Xxxxxxx
Xxxxxxx custodian Attn: Xxxxxxx X. Xxxxx
Lexington Financial LLC By Xxxxxxxx Xxxxxxxxx Xxxxxx X. Xxxxxx
Summit Fund LP
