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EXHIBIT 4.2
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement, is made and entered into as of March 1,
2000, by and among The Xxxxxxx Xxxxxx Corporation, a corporation organized under
the laws of the State of Delaware ("Purchaser"), and the individuals and
entities set forth on Exhibit A hereto (the "Shareholders").
R E C I T A L S
WHEREAS, Purchaser and C2 Acquisition Corp., a corporation organized under
the laws of the State of Texas ("Newco"), have entered into an Agreement and
Plan of Merger, dated as of February 1, 2000 (the "Merger Agreement";
capitalized terms used herein and not defined shall have the meanings ascribed
thereto in the Merger Agreement), with CyBerCorp, Inc., a corporation organized
under the laws of the State of Texas (the "Company"), which provides, upon the
terms and subject to the conditions set forth therein, for the merger of Newco
with and into the Company (the "Merger"); and
WHEREAS, in the Merger, the Shareholders will receive shares (the "Merger
Shares") of common stock, par value $.01 per share, of Purchaser (the "Purchaser
Common Stock");
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties and conditions set forth in this Agreement, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Definitions.
For purposes of this Agreement, in addition to the definitions set forth
above and elsewhere herein, the following terms shall have the following
respective meanings:
"Affiliate" of a Holder shall mean a person who controls, is
controlled by or is under common control with such Holder or, the spouse or
children (or a trust exclusively for the benefit of a spouse and/or
children) of such Holder or, in the case of a Holder which is a
partnership, its partners.
"Commission" shall mean the United States Securities and Exchange
Commission and any successor agency.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.
"Holder" shall mean each Shareholder or any transferee or assignee
thereof to whom the rights under this Agreement are assigned in accordance
with the provisions of Section 9 hereof.
"Person" means an individual, corporation, partnership, limited
partnership, syndicate, person (including, without limitation, a "person"
as defined in Section 13(d)(3) of the Exchange Act), trust, association or
entity or government, political subdivision, agency or instrumentality of a
government.
"Register," "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act and the declaration
or ordering of effectiveness of such registration statement or document.
"Registrable Stock" shall mean (a) the Merger Shares, (b) any shares
of Purchaser Common Stock issued as a dividend or other distribution with
respect to, or in exchange for, or in replacement of, any of the Merger
Shares, and (c) any shares of Purchaser Common Stock issued by way of a
stock split of the Merger Shares referred to in clauses (a) or (b) above.
For purposes of this Agreement, any Registrable Stock shall cease to be
Registrable Stock when (i) a registration statement covering such
Registrable Stock has been declared effective and such Registrable Stock
has been disposed of pursuant to such effective registration statement,
(ii) such Registrable Stock is sold by a person in a transaction in which
the rights under the provisions of this Agreement are not assigned, or
(iii) such Registrable Stock may be
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sold pursuant to Rule 144(k) (or any similar provision then in force, but
not Rule 144(A) under the Securities Act without registration under the
Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
2. Restrictive Legend.
Each certificate representing Merger Shares shall, except as otherwise
provided in this Section 2, be stamped or otherwise imprinted with a legend
substantially in the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "SECURITIES ACT"). SUCH SHARES MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER
THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO
PURCHASER THAT SUCH REGISTRATION IS NOT REQUIRED."
A certificate shall not bear such legend if in the opinion of counsel
satisfactory to Purchaser (it being agreed that Shearman & Sterling or Xxxxxxx &
Xxxxxxxxx shall be satisfactory) or Purchaser shall determine that, the
securities being sold thereby may be publicly sold without registration under
the Securities Act or the transfer of such securities is permitted under the
provisions of Rule 144 or Rule 144A (or any rule permitting public sale without
registration under the Securities Act).
3. Registration. As soon as reasonably practicable after the Effective Time
(but in no event later than ten (10) business days after the date of this
Agreement), Purchaser shall prepare and file with the Commission a registration
statement on Form S-3 or any successor thereto, signed, pursuant to Section 6
(a) of the Securities Act, by the officers and directors of Purchaser, with
respect to the Merger Shares. Purchaser shall use its reasonable best efforts to
register under the Securities Act, for public sale, such Registrable Stock. In
connection therewith, Purchaser shall, as expeditiously and as reasonably
possible:
(a) use its reasonable best efforts to cause such registration
statement to become effective as soon as possible after the filing thereof
and to remain effective through and including the first year anniversary of
the Closing Date;
(b) prepare and file with the Commission such amendments and
supplements to such registration statement, signed, pursuant to Section 6
(a) of the Securities Act, by the officers and directors of Purchaser, and
the prospectus used in connection therewith as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition
of all Registrable Stock covered by such registration statement;
(c) furnish to the Holders such numbers of copies of the registration
statement and the prospectus included therein (including each preliminary
prospectus and any amendments or supplements thereto) in conformity with
the requirements of the Securities Act and such other documents and
information as they may reasonably request;
(d) use its reasonable best efforts to register or qualify the
Registrable Stock covered by such registration statement under such other
securities or blue sky laws of such jurisdictions within the United States
and Puerto Rico as required by law for the distribution of the Registrable
Stock covered by the registration statement; provided, however, that
Purchaser shall not be required in connection therewith or as a condition
thereto to qualify to do business in or to file a general consent to
service of process in any jurisdiction wherein it would not but for the
requirements of this paragraph (d) be obligated to do so; and provided,
further, that Purchaser shall not be required to qualify such Registrable
Stock in any jurisdiction in which the securities regulatory authority
requires that any Holder submit any shares of its Registrable Stock to the
terms, provisions and restrictions of any escrow, lockup or similar
agreement(s) for consent to sell Registrable Stock in such jurisdiction
unless such Holder agrees to do so;
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(e) promptly notify each Holder for whom such Registrable Stock is
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 any material fact required
to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made, and at
the request of any such Holder promptly prepare and furnish to such Holder
a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made;
(f) enter into customary agreements and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of
the Registrable Stock to be so included in the registration statement;
(g) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the Commission;
(h) use its reasonable best efforts to list the Registrable Stock
covered by such registration statement with any securities exchange on
which the Purchaser Common Stock is then listed; and
(i) after the effectiveness of the registration statement, cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing the Registrable Stock to be sold, which
Certificates shall not bear any restrictive legends other than restrictive
legends still required to be imposed by any of the Transaction Agreements
(as defined in the Merger Agreement).
4. Suspension of Trading. Notwithstanding any other provision of this
Agreement, Purchaser shall have the right at any time to require that all
Holders suspend further open market offers and sales of Registrable Stock
whenever, and for so long as, in the reasonable judgment of Purchaser in good
faith based upon the advice of counsel satisfactory to the Holders of a majority
of the Registrable Stock (it being agreed that Howard, Rice, Nemerovski, Canady,
Xxxx & Rabkin, a Professional Corporation shall be satisfactory), there is in
existence material undisclosed information or events with respect to Purchaser
(the "Suspension Right") such that the registration statement would contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances under which they were made. In the event Purchaser
exercises the Suspension Right, such suspension will continue for such period of
time reasonably necessary for disclosure to occur at a time that is not
materially detrimental to Purchaser or until such time as the registration
statement does not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which they
were made, each as determined in good faith by Purchaser. Purchaser will
promptly give the Holders notice, in a writing signed by an executive officer of
Purchaser, of any exercise of the Suspension Right. Purchaser agrees to notify
the Holders promptly upon termination of the Suspension Right. Notwithstanding
the foregoing, under no circumstances shall the Purchaser be entitled to
exercise the Suspension Right for more than ninety calendar days in any twelve
month period. The period during which Purchaser is required to keep the
registration statement effective shall be extended by a period equal in length
to any and all periods during which the Suspension Right is in effect.
5. Furnish Information. It shall be a condition precedent to the
obligations of Purchaser to take any action pursuant to this Agreement that the
Holders shall furnish to Purchaser such information regarding themselves, the
Registrable Stock held by them, and the intended method of disposition of such
securities as Purchaser shall reasonably request and as shall be required in
connection with the action to be taken by Purchaser.
6. Expenses of Registration. All expenses incurred in connection with the
registration pursuant to this Agreement, including without limitation all
registration, filing and qualification fees, word processing,
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duplicating, printers' and accounting fees (including the expenses of any
special audits or "cold comfort" letters required by or incident to such
performance and compliance), fees of the National Association of Securities
Dealers, Inc. or listing fees, messenger and delivery expenses, all fees and
expenses of complying with state securities or blue sky laws, reasonable fees
and disbursements of counsel for Purchaser, and the fees and disbursements of
one counsel for the Holders (which counsel shall be selected by the Holders
holding a majority of the Registrable Stock and shall be satisfactory to the
Purchaser (it being agreed that Shearman & Sterling or Xxxxxxx & Xxxxxxxxx shall
be satisfactory)), shall be paid by Purchaser. The parties agree that all
underwriting discounts and commissions shall be the responsibility of the
Holders.
7. Indemnification. (a) To the extent permitted by applicable law,
Purchaser shall indemnify and hold harmless each Holder, such Holder's directors
and officers, any underwriter (as defined in the Securities Act), and each
person, if any, who controls such Holder or underwriter within the meaning of
the Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which they may become subject under the Securities Act or any other
applicable state or federal law, insofar as such losses, claims, damages or
liabilities (or proceedings in respect thereof) arise out of or are based on any
untrue or alleged untrue statement of any material fact contained in such
registration statement on the effective date thereof (including any prospectus
filed under Rule 424 under the Securities Act or any amendments or supplements
thereto) or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and shall reimburse each such Holder,
such Holder's directors and officers, such underwriter or controlling person for
any legal or other expenses reasonably incurred by them (but not in excess of
expenses incurred in respect of one counsel and one local counsel for all of
them unless, in the reasonable judgment of an indemnified party there is
potential conflict of interest between any indemnified parties, which
indemnified parties may be represented by separate counsel and local counsel) in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this Section 7(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 Purchaser (which consent shall not be unreasonably withheld);
provided, further, that Purchaser shall not be liable to any Holder, such
Holder's directors and officers, underwriter or controlling person 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 an untrue statement or alleged untrue statement
or omission or alleged omission made in connection with such registration
statement, preliminary prospectus, final prospectus or amendments or supplements
thereto, in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such Holder, such
Holder's directors and officers, underwriter or controlling person. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of any such Holder, such Holder's directors and officers,
underwriter or controlling person, and shall survive the transfer of such
securities by such Holder.
(b) To the extent permitted by applicable law, each Holder shall indemnify
and hold harmless Purchaser, each of its directors and officers, each person, if
any, who controls Purchaser within the meaning of the Securities Act, and any
underwriter (within the meaning of the Securities Act) for Purchaser against any
losses, claims, damages or liabilities, joint or several, to which Purchaser or
any such director, officer, controlling person or underwriter may become
subject, under the Securities Act or any other applicable state or federal law,
insofar as such losses, claims, damages or liabilities (or proceedings in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in such registration statement
on the effective date thereof (including any prospectus filed under Rule 424
under the Securities Act or any amendments or supplements thereto) or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in such registration statement in reliance upon and in
conformity with written information furnished expressly by or on behalf of such
Holder for use in connection with such registration; and each such Holder shall
reimburse any legal or other expenses reasonably incurred by Purchaser or any
such director, officer, controlling person, agent or underwriter (but not in
excess of expenses incurred in respect of one counsel and one local counsel for
all of them unless, in the reasonable judgment to of an indemnified party, there
is a conflict of interest between any indemnified parties,
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which indemnified parties may be represented by separate counsel and local
counsel) in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the indemnity agreement
contained in this Section 7(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 such Holder (which consent shall not be unreasonably
withheld), and provided, further, that the liability of each Holder hereunder
shall be limited to the proportion of any such loss, claim, damage, liability or
expense which is equal to the proportion that the net proceeds from the sale of
the shares sold by such Holder under such registration statement bears to the
total net proceeds from the sale of all securities sold thereunder, but not in
any event to exceed the net proceeds received by such Holder from the sale of
Registrable Stock covered by such registration statement.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against any indemnifying party under this
Section, notify the indemnifying party in writing of the commencement thereof
and the indemnifying party shall have the right to participate in and assume the
defense thereof with counsel selected by the indemnifying party and reasonably
satisfactory to the indemnified party; provided, however, that the exercise of
the foregoing right shall be conditioned upon the written acknowledgement of the
indemnifying party to the indemnified party of the indemnifying party's
obligation hereunder to indemnify the indemnified party for any losses arising
from such action; and provided further, that in such event, the indemnified
party shall have the right to retain its own counsel and local counsel, with all
fees and expenses thereof to be paid by such indemnified party, and to be
apprised of all progress in any proceeding the defense of which has been assumed
by the indemnifying party. The failure to notify an indemnifying party promptly
of the commencement of any such action shall only release the indemnifying party
from any of its obligations under this Section 7(c) if, and only to the extent
that, such indemnifying party is materially prejudiced by such failure, but the
omission to so notify the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section.
(d) To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the 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 or liabilities in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party and indemnified party in connection with the actions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages or liabilities
referred to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or
proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The parties agree that
to the extent any of the provisions of this Section 7 conflict with the
provisions of Article X of the Merger Agreement, the provisions of this Section
7 shall supersede such conflicting provisions.
8. Transfer of Registration Rights. The rights of any Holder under this
Agreement with respect to any Registrable Stock may be transferred to any
transferee of such Registrable Stock; provided, however, that (i) the
transferring Holder shall give Purchaser written notice at or prior to the time
of such transfer stating the name and address of the transferee and identifying
the securities with respect to which the rights under this Agreement are being
transferred; (ii) such transferee shall agree in writing, in form and substance
reasonably satisfactory to Purchaser, to be bound as a Holder by the provisions
of this Agreement; and
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(iii) immediately following such transfer the further disposition of such
securities by such transferee is restricted under the Securities Act. Except as
set forth in this Section 8, no transfer of Registrable Stock shall cause such
Registrable Stock to lose such status.
9. Successors and Assigns. Except as otherwise expressly provided herein,
the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties hereto. Except
as expressly provided in this Agreement, nothing in this Agreement, express or
implied, is intended to confer upon any person other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement.
10. Counterparts; Titles. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which shall be deemed
to be an original, but all of which taken together shall constitute one and the
same agreement. The titles of the Sections of this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.
11. Notices. Any notice required or permitted under this Agreement shall be
in writing and shall be delivered in person or mailed by certified or registered
mail, return receipt requested, overnight courier or facsimile, directed to (a)
Purchaser at The Xxxxxxx Xxxxxx Corporation, 000 Xxxxxxxxxx Xxxxxx, Xxx
Xxxxxxxxx, XX 00000, attention: Xxxxxxxxxxx X. Xxxxx, facsimile 415/636-5877,
with a copy to Howard, Rice, Nemerovski, Canady, Xxxx & Rabkin, A Professional
Corporation at Three Xxxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxx Xxxxxxxxx, XX 00000,
attention: Xxxxxxxx X. Xxxxxx, facsimile 415/217-5910; or (b) to the Holders at
their addresses set forth after their respective names in Exhibit A hereto with
copies to CyBerCorp, Inc. at 0000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000,
attention: Xxxxxx X. Xxxxxx, facsimile 512/682-7776 and to Shearman & Sterling,
000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, attention: Xxxxxxxxx O'X. Xxxxxx,
facsimile: 212/848-7179, or, in any such case, at such other address or
addresses as shall have been furnished in writing by such party to the others.
The giving of any notice required hereunder may be waived in writing by the
parties hereto. Every notice or other communication hereunder shall be deemed to
have been duly given or served on the date on which personally delivered, or on
the date actually received.
12. Amendments and Waivers. Any provision of this Agreement may be amended
and the observance of any provision of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of Purchaser and the Holders of at
least two-thirds of the Registrable Stock. Any amendment or waiver effected in
accordance with this Section 12 shall be binding upon each Holder of any
securities subject to this Agreement at the time outstanding (including
securities into which such securities are convertible), each future Holder and
all such securities, and Purchaser. No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or parties exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
13. Severability; Entire Agreement. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, such provisions
shall be excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provisions were so excluded and shall be enforceable in
accordance with its terms. All prior agreements of the parties concerning the
subject matter of this Agreement are expressly superseded by this Agreement.
This Agreement contains the entire Agreement of the parties concerning the
subject matter hereof. Any oral representations or modifications of this
Agreement shall be of no effect.
14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to conflicts
of law principles.
15. Forum; Waiver of Jury Trial. (a) All actions and proceedings arising
out of or relating to this Agreement shall be heard and determined in any
California state or federal court sitting in the City and County of San
Francisco. The parties hereto hereby (i) submit to the exclusive jurisdiction of
any California state or federal court sitting in the City and County of San
Francisco for the purpose of any action or proceeding arising out of or relating
to this Agreement brought by any party hereto, and (ii) waive, and agree
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not to assert by way of motion, defense, or otherwise, in any such Action, any
claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution, that
the action or proceeding is brought in an inconvenient forum, that the venue of
the action or proceeding is improper, or that this Agreement may not be enforced
in or by any of the above-named courts.
(b) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH
RESPECT TO ANY ACTIONS OR PROCEEDINGS DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
THE XXXXXXX XXXXXX CORPORATION
By: /s/ XXXXXXXXXXX X. XXXXX
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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SHAREHOLDERS:
Milestone International, Ltd.
Xxx Xxxxxxx
XxXxxxxxx/Mix Wyoming Trust No. 2
Xxxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxx
Aurora Holdings, SA
Xxxxxx X. Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxx X. Xxxxx
Dilton Investments, Inc.
Austin Technology Ventures Trust
Xxxxx X. Xxxxxxx
XxXxxxxxx Master Statutory Trust
Xxxxxxx Xxxxx Xxxxxxx
Xxxxxxx Xxxxx, Jr.
Service Lloyd's Insurance Company
Service Life and Casualty Insurance
Co.
Xxxxxxx X. Xxxxxx
XX Investments Partnership
Xxxxxxxx Xxxxx
Xxxxxx X. Xxxx
Xxxxxx X. Xxxxxxxxxx
Xxxxx Xxxxxxxxxx
Xxxxx X. Xxxx
Xxxxxxx X. Xxxx
Xxxxxx Xxxxx
Xxxxx Xxxxxx
Xxxxxx X. Xxxxx, Xx.
Xxxx Xxxxx
Xxxx Xxxxxx
Xxxxx X. Xxxxx
Xxxxxxx Xxxxxxx
Greenland Investments, Inc.
MFC & Associates
By: /s/ XXXXXX XXXXXX
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Shareholders Representative
Attorney-in-Fact
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EXHIBIT A
SHAREHOLDERS:
Milestone International, Ltd.
Xxx Xxxxxxx
XxXxxxxxx/Mix Wyoming Trust No. 2
Xxxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxx
Aurora Holdings, SA
Xxxxxx X. Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxx X. Xxxxx
Dilton Investments, Inc.
Austin Technology Ventures Trust
Xxxxx X. Xxxxxxx
XxXxxxxxx Master Statutory Trust
Xxxxxxx Xxxxx Xxxxxxx
Xxxxxxx Xxxxx, Jr.
Service Lloyd's Insurance Company
Service Life and Casualty Insurance
Co.
Xxxxxxx X. Xxxxxx
XX Investments Partnership
Xxxxxxxx Xxxxx
Xxxxxx X. Xxxx
Xxxxxx X. Xxxxxxxxxx
Xxxxx Xxxxxxxxxx
Xxxxx X. Xxxx
Xxxxxxx X. Xxxx
Xxxxxx Xxxxx
Xxxxx Xxxxxx
Xxxxxx X. Xxxxx, Xx.
Xxxx Xxxxx
Xxxx Xxxxxx
Xxxxx X. Xxxxx
Xxxxxxx Xxxxxxx
Greenland Investments, Inc.
MFC & Associates
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