REGISTRATION RIGHTS AGREEMENT
Exhibit 4 (1)
This Registration Rights Agreement (this “Agreement”) is made as of September 28, 2005, among
Xxxxx Xxxxxxxxxxx Company, a Delaware corporation (“Xxxxx”), and the holders of Xxxxx Common Stock
listed on the signature pages to this Agreement (each, a “Stockholder” and, collectively, the
"Stockholders”).
Xxxxx, Merger Sub, Xxxxxxxx and the Stockholders are parties to a Merger Agreement, dated as
of August 30, 2005 (the “Merger Agreement”). In connection with the closing of the transactions
contemplated by the Merger Agreement, a portion of the Merger Consideration issued to the
Stockholders will consist of Xxxxx Common Stock. This Xxxxx Common Stock will not be registered
pursuant to the Securities Act. The execution and delivery of this Agreement is a condition to the
closing of the transactions contemplated by the Merger Agreement.
Therefore, the parties agree as follows:
1. Certain Definitions. Capitalized terms not otherwise defined in this Agreement
have the meanings ascribed to them in the Merger Agreement. Section 8.10 of the Merger Agreement
is hereby incorporated herein in its entirety. As used in this Agreement, the following terms have
the following respective meanings:
“Commission” means the United States Securities and Exchange Commission or any
successor agency thereof.
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or
any successor law thereto and the rules and regulations promulgated thereunder, as in effect
from time to time.
“Holder” means each holder of, and any Permitted Transferee of, Registrable Securities.
“Xxxxx Common Stock” means the outstanding shares of the common stock of Xxxxx, $.01
per share par value.
“Permitted Transferee” means (i) the spouse, lineal descendant or adopted children of a
Holder if such transfer is made for estate planning purposes, (ii) a trust established for
estate planning purposes solely for the benefit of one or more of the Persons described in
clause (i) of this definition, (iii) a Holder’s heirs, administrators or assigns, upon the
death of such Holder, or (iv) to an Affiliate of such Holder.
“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 the effectiveness by the Commission of such registration
statement.
“Registrable Securities” means (i) with respect to each Stockholder, that number of shares of Xxxxx Common Stock listed opposite such Stockholder’s name on Exhibit A,
and (ii) any Xxxxx Common Stock or other equity securities issued or issuable with respect
to the securities referred to in clause (i) by way of a stock dividend or stock split or in
connection with a combination or shares, recapitalization, merger, consolidation or other
reorganization; provided, however, that “Registrable Securities” does not include any
securities (a) registered and sold pursuant to the Securities Act, (b) sold to the public
pursuant to Rule 144 promulgated under the Securities Act (together with any successor rule,
“Rule 144”) or (c) held by a Holder if such securities may be sold immediately under Rule
144 without registration or pursuant to Rule 144(k).
“Registration Expenses” means all expenses incurred by Xxxxx in complying with Sections
3, 4 and 5, including all registration, qualification and filing fees, printing expenses,
messenger and delivery expenses, escrow fees, fees and disbursements of legal counsel for
Xxxxx and all independent certified public accountants, underwriters (excluding discounts,
commissions, fees and disbursements of legal counsel for the Holders) and Persons retained
by Xxxxx (but excluding the compensation of regular employees of Xxxxx that will be paid in
any event by Xxxxx), blue sky fees and expenses, and the expenses of any special audits
incident to or required by any such registration, but excluding all Selling Expenses.
“Securities Act” means the United States Securities Act of 1933, as amended, or any
successor law thereto and the rules and regulations promulgated thereunder.
“Selling Expenses” means all underwriting discounts, selling commissions, and stock
transfer taxes applicable to the securities registered by the Holders and any fees of
counsel to any Holder or group of Holders.
2. Restrictions on Transferability. The Registrable Securities may not be transferred
in violation of the provisions of the Securities Act.
3. Company Registration.
(a) Notice of Registration. If Xxxxx decides to register any Xxxxx Common
Stock for its own account other than: (i) a registration relating solely to employee
benefit plans or (ii) a registration relating solely to a transaction pursuant to Rule 145
promulgated under the Securities Act (a “Piggyback Registration”), Xxxxx will:
(i) promptly give to each Holder at least 20 days written notice thereof; and
(ii) include in such registration and in any underwriting involved therein, the
Registrable Securities specified in a written request or requests, made within 20
days after receipt of such written notice from Xxxxx, by any Holder or Holders.
(b) Cut-back and Allocation. Notwithstanding any other provision of this
Section, if the managing underwriter (or Xxxxx, if the Piggyback Registration is not being
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underwritten) determines in good faith that marketing factors require a limitation of
the number of shares of Xxxxx Common Stock to be underwritten, the managing underwriter (or
Xxxxx, if the Piggyback Registration is not being underwritten) may limit the number of
Registrable Securities of Holders to be included in the registration and underwriting. If
the number of Registrable Securities or other securities are to be limited, Xxxxx will
notify in writing all Holders of Registrable Securities who would otherwise have their
Registrable Securities registered and underwritten pursuant hereto (and any other holder of
Capital Stock of Xxxxx entitled to include securities in such underwriting (a “Capital Stock
Holder”)) of the amount of Registrable Securities or other securities to be included in the
registration and underwriting based on the following order of priority:
(i) first, the securities proposed by Xxxxx to be sold for its own account; and
(ii) second, the securities requested to be included in such registration and
underwriting by the Holders of Registrable Securities and any Capital Stock Holder
in proportion, as nearly as practicable, to the amounts of securities requested by
each such Holder of Registrable Securities or other Capital Stock Holder to be
included in the Piggyback Registration;
provided, however, that with respect to the second Piggyback Registration hereunder, if the
number of Registrable Securities or other securities are to be limited, the amount of
Registrable Securities or other securities to be included in such registration and
underwriting will be in proportion, as nearly as practicable, to the amounts of securities
proposed to be sold by Xxxxx for its own account and the amounts requested by each such
Holder of Registrable Securities or other Capital Stock Holder to be included in the
Piggyback Registration.
If any Holder disapproves of the terms of any such underwriting, such Holder may elect to
withdraw therefrom by written notice to Xxxxx and the managing underwriter. Any Registrable
Securities excluded or withdrawn from such underwriting will be withdrawn from such
registration.
(c) Right to Terminate Registration. Xxxxx will have the right to terminate or
withdraw any registration initiated by it under this Section 3 prior to the effectiveness of
such registration whether or not any Holder has elected to include securities in such
registration.
4. Expenses of Registration. All Registration Expenses will be borne by Xxxxx. All
Selling Expenses relating to securities registered by the Holders pursuant to Section 3 will be
borne by the Holders of such securities pro rata based on the number of shares of Xxxxx Common
Stock so registered.
5. Registration Procedures.
(a) In the case of each registration effected by Xxxxx pursuant to this Agreement,
Xxxxx will keep each Holder advised in writing as to the initiation of each registration and
as to the completion thereof. Xxxxx agrees to use commercially
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reasonable efforts to effect or cause such registration to permit the sale of the
Registrable Securities covered thereby by the Holders thereof in accordance with the
intended method or methods of distribution thereof described in such registration statement.
In connection with any registration of any Registrable Securities pursuant to Section 3,
Xxxxx will, as soon as reasonably possible:
(i) prepare and file with the Commission a registration statement with respect
to such Registrable Securities and use commercially reasonable efforts to cause such
registration statement filed to become effective (provided that before filing a
registration statement or prospectus or any amendments or supplements thereto, Xxxxx
will comply with Section 5(a)(iii)) as soon as reasonably possible thereafter;
(ii) prepare and file with the Commission such amendments and supplements to
such registration statement and the prospectus included therein as may be necessary
to effect and maintain the effectiveness of such registration statement as may be
required by the applicable rules and regulations of the Commission and the
instructions applicable to the form of such registration statement and furnish to
the holders of the Registrable Securities covered thereby copies of any such
supplement or amendment prior to this being used or filed with the Commission;
(iii) provide (A) the Holders of the Registrable Securities to be included in
such registration statement, (B) the underwriters, if any, (C) the sales or
placement agent, if any, (D) one counsel for such underwriters or agent, and (E) at
the expense of such Holders, not more than one counsel for all the Holders of such
Registrable Securities the opportunity to review such registration statement as it
relates to the Holders, each prospectus included therein or filed with the
Commission, and each amendment or supplement thereto;
(iv) for a reasonable period prior to the filing of such registration
statement, make available for inspection by the parties referred to in Section
5(a)(iii) such financial and other information and books and records of Xxxxx, and
cause the officers, directors, employees, counsel and independent certified public
accountants of Xxxxx to respond to such inquires, as is reasonably necessary to
conduct a reasonable investigation within the meaning of the Securities Act;
provided, however, that each such party will be required to maintain in confidence
and not disclose to any other Person any information or records reasonably
designated by Xxxxx in writing as being confidential, until such time as (a) such
information becomes a matter of public record (whether by virtue of its inclusion in
such registration statement or otherwise), (b) such party will be required so to
disclose such information pursuant to the subpoena or order of any court or other
governmental agency or body having jurisdiction of the matter, or (c) such
information is required to be set forth in such registration statement or the
prospectus included therein or in an amendment to such registration statement or an
amendment or supplement to such prospectus in order that such registration
statement, prospectus, amendment or supplement, as the case may be, does not
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include an untrue statement of a material fact or omit to state therein a
material fact required to be stated therein or necessary to make the statements
therein in light of the circumstances under which they were made, not misleading;
and provided, further, that Xxxxx need not make such information available, nor need
it cause any officer, director, employee, counsel or independent certified public
accountants to respond to such inquiry, unless each such Holder of Registrable
Securities to be included in a registration statement hereunder and such counsel,
upon Xxxxx’x request, executes and delivers to Xxxxx an undertaking to substantially
the same effect contained in the second preceding proviso;
(v) promptly notify the Holders of Registrable Securities to be included in a
registration statement hereunder, the sales or placement agent, if any, therefor and
the managing underwriter of the securities being sold and confirm such advice in
writing, (A) when such registration statement or the prospectus included therein or
any prospectus amendment or supplement or post-effective amendment has been filed,
and, with respect to such registration statement or any post-effective amendment,
when the same has become effective, (B) of any comments by the Commission with
respect thereto or any request by the Commission for amendments or supplements to
such registration statement or the prospectus or for additional information, (C) of
the issuance by the Commission of any stop order suspending the effectiveness of
such registration statement or the initiation of any proceedings for the purpose, or
(D) if it is the case, at any time when a prospectus is required to be delivered
under the Securities Act, that such registration statement, prospectus, or any
document incorporated by reference, in any of the foregoing contains 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;
(vi) use commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such registration statement or any post-effective
amendment thereto or any order suspending or preventing the use of any related
prospectus or suspending the qualification of any Registrable Securities included in
such registration statement for sale in any jurisdiction at the earliest practicable
date;
(vii) furnish to each Holder of Registrable Securities to be included in such
registration statement hereunder, each placement or sales agent, if any, therefor,
each underwriter, if any, thereof and the counsel referred to in Section 5(a)(iii)
such number of copies of the prospectus included in the registration statement
(including each preliminary prospectus and any summary prospectus), in conformity
with the requirements of the Securities Act, as such Holder, agent, if any, and
underwriter, if any, may reasonably request in order to facilitate the disposition
of the Registrable Securities owned by such Holder, sold by such agent or
underwritten by such underwriter and to permit such Holder, agent and underwriter to
satisfy the prospectus delivery requirements of the Securities Act; and Xxxxx hereby
consents to the use of such prospectus and any amendment or
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supplement thereto by each such Holder and by any such agent and underwriter,
in each case in the form most recently provided to such party by Xxxxx, in
connection with offering and sale of the Registrable Securities covered by the
prospectus (including such preliminary and summary prospectus) or any supplement or
amendment thereto.
(viii) cooperate with the Holders of the Registrable Securities to be included
in a registration statement hereunder and the managing underwriters to facilitate
the timely preparation and delivery of certificates representing Registrable
Securities to be sold, which certificates will be printed, lithographed or engraved,
or produced by any combination of such methods, on steel engraved borders and which
will not bear any restrictive legends; and enable such Registrable Securities to be
in such denominations and registered in such names as the managing underwriters may
request at least two Business Days prior to any sale or the Registrable Securities;
(ix) if underwriters are engaged in connection with the registration, Xxxxx
will provide usual and customary representations, covenants and assurances to the
underwriters in form and substance reasonably satisfactory to such underwriters as
is consistent with prevailing practice in the market place;
(x) use commercially reasonable efforts to cause all such Registrable
Securities registered pursuant to such registration statement to be listed on each
securities exchange or quoted on the quotation system on which Xxxxx Common Stock is
then listed or quoted.
(b) If Xxxxx would be required, pursuant to Section 5(a)(v)(D), to notify the Holders
of the Registrable Securities included in a registration statement hereunder, the sales or
placement agent, if any, and the managing underwriters, if any, of the securities being
sold, Xxxxx will prepare and furnish to each such Holder, to each such agent, if any, and to
each underwriter, if any, a reasonable number of copies of a prospectus supplement or
amendment so that, as thereafter delivered to the purchasers of Registrable Securities, such
prospectus will not contain 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. Each Holder agrees
that upon receipt of any notice from Xxxxx pursuant to Section 5(a)(v)(D), such Holder will
forthwith discontinue the distribution of Registrable Securities until such Holder has
received copies of such amended or supplemented registration statement or prospectus, and if
so directed by Xxxxx, such Holder will deliver to Xxxxx all copies, other than permanent
file copies, then in such Holder’s possession of the prospectus covering such Registrable
Securities at the time of receipt of such notice.
(c) Xxxxx may require each Holder of Registrable Securities as to which any registration
is being effected to furnish to Xxxxx such information regarding such Holder and such
Holder’s method of distribution of such Registrable Securities as Xxxxx may from time to time
reasonably request in writing but only to the extent that such information is required in
order to comply with the Securities Act. Each such Holder
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agrees to notify Xxxxx as promptly as practicable of any inaccuracy or change in
information previously furnished by such Holder to Xxxxx or of the occurrence of any event in
either case as a result of which any prospectus relating to such registration contains or
would contain an untrue statement of a material fact regarding such Holder or the
distribution of such Registrable Securities or omits to state any material fact regarding
such Holder or the distribution of such Registrable Securities required to be stated therein
or necessary to make the statements therein not misleading in light of the circumstances then
existing, and promptly furnish to Xxxxx any additional information required to correct and
update any previously furnished or required information so that such prospectus does not
contain, with respect to such Holder or the distribution of such Registrable Securities, 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 then existing.
6. Lock-up Agreement.
(a) To the extent not inconsistent with applicable Law, each Holder whose Registrable
Securities are included in a registration statement filed pursuant to a Piggyback
Registration hereunder, if requested by the managing underwriter for such registration,
agrees not to effect any public sale or distribution of Registrable Securities (except as
part of such Piggyback Registration or to a Permitted Transferee that agrees to be bound by
a similar restriction), including a sale pursuant to Rule 144, during the 15 Business Days
prior to, and during the 180-day period (or such shorter period as may be agreed to by such
underwriters) beginning on the effective date of any such registration statement.
(b) Xxxxx may instruct its transfer agent to place stop-transfer notations in its
records to enforce the provisions of this Section 6. This Section 6 supersedes any
conflicting provisions of this Agreement. Notwithstanding any other provision of this
Agreement, Xxxxx may assign each Holder’s obligations under this Section 6 to any
underwriter of a public offering of Xxxxx Common Stock.
7. Indemnification.
(a) To the extent permitted by Law, Xxxxx will indemnify and hold harmless each Holder,
each of its officers, directors and managers, each Person controlling such Holder within the
meaning of Section 15 of the Securities Act and each underwriter, if any, and each Person
who controls any underwriter within the meaning of Section 15 of the Securities Act, against
all expenses, claims, losses, damages and liabilities (joint or several) (or actions in
respect thereof), including any of the foregoing incurred in settlement of any litigation,
commenced or threatened, arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any registration statement, final prospectus, or
any amendment or supplement thereto, or based on any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading, and will
reimburse each such Holder, each of its officers, directors and managers, and each Person
controlling such Holder, each such
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underwriter and each Person who controls any such underwriter, for any legal and any
other expenses reasonably incurred in connection with investigating, preparing or defending
any such claim, loss, damage, liability or action; provided that Xxxxx will not be liable in
any such case to the extent that any such claim, loss, damage, liability or expense arises
out of or is based on any untrue statement or omission or alleged untrue statement or
omission, made in reliance upon and in conformity with information furnished to Xxxxx by or
on behalf of such Holder or underwriter for use therein.
(b) To the extent permitted by Law, each Holder will, severally and not jointly, if
Registrable Securities held by such Holder are included in the securities as to which such
registration is being effected, indemnify Xxxxx, each of its directors, each of its officers
who have signed the registration statement, each underwriter, if any, of Xxxxx’x securities
covered by such a registration statement, each Person who controls Xxxxx or such underwriter
within the meaning of Section 15 of the Securities Act, and each other such Holder, each of
its officers, directors and managers, and each Person controlling such Holder within the
meaning of Section 15 of the Securities Act, against all claims, losses, damages, expenses
and liabilities (joint or several) (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact contained in any
such registration statement, final prospectus, or any amendment or supplement thereto,
offering circular or other document, or any 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 will reimburse Xxxxx, such Holders, such directors, officers and
managers, underwriters or control persons for any legal or any other expenses reasonably
incurred in connection with investigating, preparing or defending any such claim, loss,
expense, damage, liability or action, in each case to the extent that such untrue statement
(or alleged untrue statement) or omission (or alleged omission) is made in such registration
statement, final prospectus, or any amendment or supplement thereto in reliance upon and in
conformity with information furnished to Xxxxx by or on behalf of such Holder for use
therein.
(c) Each party entitled to indemnification under this section (the “Indemnified Party”)
will promptly give notice to the party required to provide indemnification (the
“Indemnifying Party”) of any claim as to which indemnity may be sought, and will permit the
Indemnifying Party to assume the defense of any such claim or any litigation resulting
therefrom, provided that counsel for the Indemnifying Party, who will conduct the defense of
such claim or litigation, must be approved by the Indemnified Party (whose approval may not
be unreasonably withheld, conditioned or delayed), and the Indemnified Party may participate
in such defense at such party’s expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein will not relieve the Indemnifying Party
of its obligations under this Agreement, except to the extent that the Indemnifying Party’s
ability to defend against such claim or litigation is impaired as a result of such failure
to give notice. No Indemnifying Party, in the defense of any such claim or litigation,
will, except with the consent of each Indemnified Party, consent to entry of any judgment or
enter into any settlement that 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
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such claim or litigation. No Indemnified Party will consent to entry of any judgment
or enter into any settlement without the consent of the Indemnifying Party.
(d) If the indemnification provided for in this section is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability,
claim, damage or expense referred to therein, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party hereunder, will contribute to the amount paid or payable
by such Indemnified Party as a result of such loss, liability, claim, damage or expense 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 hand, in connection with the
statements or omissions that resulted in such loss, liability, claim, damage or expense as
well as any other relevant equitable considerations. The relative fault of the Indemnifying
Party and of the Indemnified Party will be determined 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.
8. Information by Holder. The Holder or Holders of Registrable Securities included in
any registration will furnish to Xxxxx such information regarding such Holder or Holders and the
distribution proposed by such Holder or Holders as Xxxxx may reasonably request in writing and as
is required in connection with any registration referred to in this Agreement.
9. Transfer of Rights. The rights granted hereunder to cause Xxxxx to register
securities may be assigned only to a Permitted Transferee of Registrable Securities.
10. Governing Law. This Agreement is governed by and is to be construed and enforced
in accordance with the laws of the State of Delaware without giving effect to the principles of
conflicts of laws thereof.
11. Entire Agreement. Except for the Merger Agreement (which remains in full force
and effect), this Agreement cancels and supersedes all previous agreements relating to the subject
matter of this Agreement, written or oral, among the parties and contains the entire understanding
of the parties with respect to the subject matter hereof.
12. Notices. Any notice, request, consent or communication under this Agreement will
be effective only if it is in writing and (i) personally delivered, (ii) sent by certified mail,
return receipt requested, postage prepaid, (iii) sent by a nationally recognized overnight delivery
service, with delivery confirmed, or (iv) sent via facsimile transmission, with a copy
simultaneously sent by one of the methods set forth in clauses (i) or (iii), addressed as follows:
| if to Layne: | Xxxxx Xxxxxxxxxxx Company | |||
| Attention: President | ||||
| 0000 Xxxxxxx Xxxxxxx Xxxxxxx | ||||
| Xxxxxxx Xxxxx, Xxxxxx 00000 | ||||
| Fax: (000) 000-0000 |
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| with a copy to: | Xxxxx Xxxxxxxxxxx Company | |||
| Attention: General Counsel | ||||
| 0000 Xxxxxxx Xxxxxxx Xxxxxxx | ||||
| Xxxxxxx Xxxxx, Xxxxxx 00000 | ||||
| Fax: (000) 000-0000 | ||||
| with a copy to: | Xxxxxxx X. Xxxxxxxxxx | |||
| Xxxxxxx Xxxxxxxx Xxxxxx LLP | ||||
| 0000 Xxxxxx Xxxxxx | ||||
| Xxxxxx Xxxx, Xxxxxxxx 00000 | ||||
| Fax: (000) 000-0000 | ||||
| if to any Stockholder to: | Xxxxxxx Xxxxxxxx | |||
| Xxxxxxxx, Inc | ||||
| 0000 Xxxxx Xxxxx Xxxx | ||||
| Xxxxxxx, Xxxxxxx 00000 | ||||
| Fax: (000) 000-0000 | ||||
| with a copy to: | Xxxxxx X. Xxxxx | |||
| Ice Xxxxxx | ||||
| Xxx Xxxxxxxx Xxxxxx | ||||
| Xxx 00000 | ||||
| Xxxxxxxxxxxx, Xxxxxxx 00000-0000 | ||||
| Fax: (000) 000-0000 |
or such other Persons or addresses as are furnished in writing by any party to the other party, and
will be deemed to have been given only upon its delivery in accordance with this Section 12.
13. Amendment. Any provision of this Agreement may be amended, waived or modified
upon the written consent of (i) Xxxxx and (ii) Holders of a majority of the Registrable Securities;
provided, however, that no such amendment, waiver or modification may discriminate against the
rights of any Holder without such Holder’s prior written consent. Any Holder may waive any of his
or her rights or Xxxxx’x obligations hereunder without obtaining the consent of any other Person.
14. Severability. The invalidity or unenforceability of any of the provisions of this
Agreement will not affect the validity or enforceability of the remaining provisions hereof.
15. Remedies. Xxxxx acknowledges and agrees that any failure by Xxxxx to comply with
its obligations hereunder may result in material irreparable injury to the Holder for which there
is not adequate remedy at law, that it will not be possible to measure damages for such injuries
precisely and that in the event of any such failure, the Holders may obtain such relief as may be
required to specifically enforce Xxxxx’x obligations hereunder. Xxxxx further agrees to waive the
defense in any action for specific performance that a remedy at law would be adequate.
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16. Counterparts. This Agreement may be executed in one or more counterparts, each of
which are deemed to be an original but all of which constitute one and the same agreement.
17. Waiver of Jury Trial. Each party hereby irrevocably waives all right to trial by
jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to this Agreement.
(Signature Pages Follow)
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The undersigned have executed this Registration Rights Agreement as of the date set forth
above.
| XXXXX XXXXXXXXXXX COMPANY |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| /s/ Xxxxx Xxxxxxxx | ||
| XXXXX XXXXXXXX | ||
| /s/ Xxxx Xxxxxxxx | ||
| XXXXXXX XXXXXXXX | ||
| /s/ Xxxxxx Xxxxxxxx | ||
| XXXXXX XXXXXXXX | ||
| /s/ Xxx Xxxxxxxx | ||
| XXX XXXXXXXX | ||
| /s/ Xxxxxxx Xxxxxxx | ||
| XXXXXXX XXXXXXX | ||
| /s/ Xxxx Xxxxxxxxx | ||
| XXXX XXXXXXXXX | ||
| /s/ Xxx Xxxxx | ||
| XXX XXXXX |
| /s/ Xxxx Xxxxx | ||
| XXXX XXXXX | ||
| /s/ Xxxxx Xxxxxxx | ||
| XXXXX XXXXXXX | ||
| /s/ Xxxxx Xxxxxx | ||
| XXXXX XXXXXX | ||
| /s/ Xxx Xxxxxx | ||
| XXX XXXXXX |
(Signature page to Registration Rights Agreement)
Exhibit A
| Number of Registrable | ||||
| Name of Stockholder | Shares | |||
Xxxxx Xxxxxxxx |
156,598 | |||
Xxxx Xxxxxxxx |
160,956 | |||
Xxxxxx Xxxxxxxx |
33,138 | |||
Xxx Xxxxxxxx |
37,486 | |||
Xxxxxxx Xxxxxxx |
24,169 | |||
Xxxx Xxxxxxxxx |
14,994 | |||
Xxx Xxxxx |
4,686 | |||
Xxxx Xxxxx |
4,686 | |||
Xxxxx Xxxxxxx |
3,514 | |||
Xxxxx Xxxxxx |
2,343 | |||
Xxx Xxxxxx |
1,874 | |||
Total |
444,444 | |||
