Exhibit 10.14
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Registration Rights Agreement"),
entered into as of November 10, 1997, among GateField Corporation, a Delaware
corporation with offices at 00000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000
(the "Company"), and the purchasers listed on Exhibit A (the "Purchasers").
W I T N E S S E T H:
WHEREAS, pursuant to a Stock Purchase Agreement, dated as of November
10, 1997 (the "Stock Purchase Agreement"), by and among the Company and the
Purchasers, the Company has agreed to sell and the Purchasers have agreed to
purchase an aggregate of (a) 1,000,000 shares of the Company's Series B
Convertible Preferred Stock, $.10 par value (the "Preferred Stock"),
convertible into up to 6,110,000 shares of the Company's common stock, $.10
par value (the "Common Stock"), (b) Common Stock Purchase Warrants to
purchase 997,751 shares of Common Stock at a purchase price of $1.00 per
share (collectively, the "Warrants"), and (c) 4,582,500 shares of Common
Stock. The shares of Common Stock issued or issuable upon conversion of the
Preferred Stock, the shares of Common Stock issued or issuable upon exercise
of the Warrants, and the shares of Common Stock to be sold to the Purchasers
pursuant to the Stock Purchase Agreement are collectively referred to herein
as the "Shares."
WHEREAS, pursuant to the terms of, and in partial consideration for,
each of the Purchaser's agreement to enter into the Stock Purchase Agreement,
the Company has agreed to provide each Purchaser with certain rights with
respect to the registration of the Shares under the Securities Act of 1933;
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in the Stock
Purchase Agreement and this Registration Rights Agreement, the Company and
the Purchasers agree as follows:
1. CERTAIN DEFINITIONS. As used in this Registration Rights
Agreement, the following terms shall have the following respective meanings.
Other terms used herein which are defined in the Stock Purchase Agreement,
shall have the same meanings herein as they do in the Stock Purchase
Agreement.
"Commission" or "SEC" shall mean the Securities and Exchange
Commission, or any other Federal agency at the time administering the
Securities Act.
"Holder" shall include each of the Purchasers and any transferee of
Preferred Stock, Warrants, Shares or Registrable Securities which have not
been sold to the public, to whom the registration rights covered by this
Registration Rights Agreement have been transferred in compliance with
Section 12 of this Registration Rights Agreement.
"Registrable Securities" shall mean: (i) the shares of Common Stock
issued or issuable upon conversion of the Preferred Stock, (ii) the shares of
Common Stock issued pursuant to the Stock Purchase Agreement, (iii) the
shares of Common Stock issued or issuable upon exercise of the Warrants,
(iv) any shares of Common Stock, and any other securities, acquired by the
Purchasers pursuant to Section 4.8 of the Stock Purchase Agreement, and
(v) and any other shares of Common Stock issued in respect of such shares
(because of stock splits, stock dividends, reclassifications,
recapitalizations, or similar events). Wherever reference is made in this
Registration Rights Agreement to a request or consent of holders of a certain
percentage of Registrable Securities, the determination of such percentage
shall include shares of Common Stock issuable upon conversion or exercise of
the Preferred Stock and the Warrant, if then exercisable, even if such
conversion or exercise has not yet been effected.
The terms "register," "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement with
the Commission in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness
of such registration statement.
"Registration Expenses" shall mean all expenses to be incurred by the
Company in connection with each of the Purchaser's exercise of its
registration rights under this Registration Rights Agreement, including,
without limitation, all registration and filing fees, printing expenses, fees
and disbursements of counsel for the Company, blue sky fees and expenses and
the expenses of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the
Company, which shall be paid in any event by the Company).
"Registration Statement" shall mean a registration statement filed by
the Company with the Commission for a public offering and sale of Common
Stock (other than a registration statement on Form S-8 or Form S-4, or their
successors, or any other form for a similar limited purpose, or any
registration statement covering only securities proposed to be issued in
exchange for securities or assets of another corporation).
"Regulation D" shall mean Regulation D as promulgated pursuant to the
Securities Act, and as subsequently amended.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Selling Expenses" shall mean all underwriting discounts and selling
commissions, if any, applicable to the sale of Registrable Securities and all
fees and disbursements of counsel for the Holder not included within
"Registration Expenses."
2. THE REGISTRATION REQUIREMENTS. If and when requested by the
Holders holding in the aggregate at least 30% of the Registrable Securities
then held by the Holders, but not before October 31, 1998, the Company shall
file, and use its reasonable best efforts to cause to become
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effective, as promptly as possible and in no event later than 60 days after
the date of such request, one or more Registration Statements covering the
resale of the Registrable Securities and shall take all action necessary to
qualify the Registrable Securities under state "blue sky" laws as hereinafter
provided; PROVIDED, HOWEVER, that the Company shall not be required to effect
such registrations on more than two separate occasions. The Company shall
use its reasonable best efforts to effect the registration contemplated by
the foregoing (including, without limitation, the execution of an undertaking
to file amendments and post-effective amendments, appropriate qualification
under and compliance with applicable blue sky or other state securities laws
and appropriate compliance with applicable regulations issued under the
Securities Act) and as would permit or facilitate the sale and distribution
of all the Registrable Securities in all states reasonably requested by the
Holder for purposes of maximizing the proceeds realizable by the Holder from
such sale and distribution. Such reasonable best efforts by the Company
shall include, without limitation, the following:
(a) The Company shall file (i) Registration Statements with the
Commission under the Securities Act registering the Registrable
Securities for public sale and shall use its reasonable best efforts to
cause such Registration Statements to become and remain effective for
the period of time set forth in Section 6 hereof, subject to the
provisions of Section 7 hereof; (ii) such blue sky filings as shall be
reasonably requested to permit such sales PROVIDED, HOWEVER, that the
Company shall not be required to register the Registrable Securities in
any jurisdiction that would subject it to general service of process in
any such jurisdiction where it is not then so subject or subject the
Company to any tax in any such jurisdiction where it is not then so
subject or require the Company to qualify to do business in any
jurisdiction where it is not then so qualified; and (iii) any required
filings with the National Association of Securities Dealers, Inc.
("NASD") or exchange where the Registrable Securities are traded; all
as soon as practicable after demand is made pursuant to this Section 2.
The Company shall use its reasonable best efforts to have the
Registration Statements and other filings declared effective as soon
thereafter as may be practicable.
(b) The Company shall enter into such customary agreements (including
a customary underwriting agreement with the underwriter or
underwriters, if any) and take all such other reasonable actions in
connection therewith in order to expedite or facilitate the disposition
of such Registrable Securities and in such connection, if the
Registrable Securities are to be sold in an underwritten offering, the
Company shall:
(i) make such representations and warranties to the
Holder and the underwriter or underwriters in form and substance
and scope as are customarily made by issuers to underwriters in
secondary underwritten offerings;
(ii) cause to be delivered to the sellers of Registrable
Securities and the underwriter or underwriters opinions of
general counsel to the Company, dated the effective day (or in
the case of an underwritten offering, dated the date of
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delivery of any Registrable Securities sold pursuant thereto) of
the applicable Registration Statement, which counsel and opinions
(in form, scope and substance), shall be reasonably satisfactory
to the managing underwriter or underwriters and the appointed
representative or counsel of the Holder, addressed to the Holder
and each underwriter covering the matters customarily covered in
opinions requested in secondary underwritten offerings and such
other matters as may be reasonably requested by the Holder;
(iii) cause to be delivered, immediately prior to the
effectiveness of the applicable Registration Statement (and at
the time of delivery of any Registrable Securities sold pursuant
thereto), letters from the Company's independent certified public
accountants addressed to the Holder and each underwriter stating
that such accountants are independent public accountants within
the meaning of the Securities Act and the applicable published
rules and regulations thereunder, and otherwise in customary form
and covering such financial and accounting matters as are
customarily covered by letters of the independent certified
public accountants delivered in connection with secondary
underwritten public offerings;
(iv) if an underwriting agreement is entered into, use
its best efforts to cause the same to set forth indemnification
and contribution provisions and procedures which are no less
favorable to the Holder and the Company than those contemplated
by Sections 8 and 9 of this Registration Rights Agreement with
respect to all parties to be indemnified pursuant to such
sections; and
(v) deliver such documents and certificates as may be
reasonably requested by the Holder of the Registrable Securities
being sold or the managing underwriter or underwriters to
evidence compliance with clause (i) above and with any customary
conditions contained in the underwriting agreement, if any, or
other agreement entered into by the Company;
the foregoing in this Section 2(b) shall be done at each closing under
any such underwriting or similar agreement or as to the extent required
thereunder.
(c) The Company shall make available for inspection and review by the
Holder, a representative or representatives of the Holder, any
underwriter participating in any disposition pursuant to a Registration
Statement, and any attorney or accountant retained by such Holder or
underwriter, any such Registration Statement or amendment or supplement
or any blue sky, NASD or other filing, all financial and other records,
pertinent corporate documents and properties of the Company, as they
may reasonably request for the purpose, and cause the Company's
officers, directors and employees to supply all information reasonably
requested by any such representative, underwriter, attorney or
accountant in connection with such Registration Statement; PROVIDED,
HOWEVER, that the Holder shall first agree in writing with the Company
that any
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information that is reasonably and in good faith designated by the
Company in writing as confidential at the time of delivery of such
information shall be kept confidential by the Holder and that the
Holder will use reasonable efforts to cause its representatives and
such other persons so to keep such information confidential, unless
(i) disclosure of such information is required by court or administrative
order or is necessary to respond to inquiries of regulatory
authorities, (ii) disclosure of such information is required by law
(including any disclosure requirements pursuant to Federal securities
laws in connection with the filing of any Registration Statement or the
use of any prospectus referred to in this Registration Rights
Agreement), (iii) such information becomes generally available to the
public, other than as a result of a disclosure or failure to safeguard
by any such person, (iv) such information becomes available to any such
person from a source other than the Company and such source, to the
knowledge of such persons, is not bound by a confidentiality agreement
with the Company, or (v) such information was known to or is developed
by such persons without reference to such confidential information of
the Company.
3. UNDERWRITTEN DISTRIBUTION. If the Holder intends to distribute
the Registrable Securities covered by a Registration Statement by means of an
underwriting, the Holder shall so advise the Company and, subject to the
provisions of Section 7 hereof, within 30 days of the date thereof and
without limiting the generality of the other provisions hereof, the Company
will prepare and file such amendment or amendments to the Registration
Statement and make such other filings as may be necessary or appropriate to
effect any such underwritten distribution.
4. MULTIPLE HOLDERS. Except as specifically provided herein, if
there is more than one Holder, such Holders shall act with respect to their
rights under this Agreement according to the vote of a majority-in-interest.
5. EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to
this Registration Rights Agreement shall be borne by the Company, and all
Selling Expenses shall be borne by the Holder.
6. REGISTRATION PROCEDURES. In the case of each registration
effected by the Company pursuant to this Registration Rights Agreement, the
Company will keep the Holder advised in writing as to initiation of each
registration and as to the completion thereof. At its expense, the Company
will use its reasonable best efforts to:
(a) Keep such registration effective for the period ending (i) sixty
(60) months after the Registration Statement is declared effective by
the Commission; or (ii) when the Holders have completed the
distribution of the Registrable Securities described in the
Registration Statement relating thereto, whichever first occurs; and
(b) Furnish such number of prospectuses and other documents incident
thereto as the Holder from time to time may reasonably request.
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7. SUSPENSION OF USE OF REGISTRATION STATEMENT. The Holder agrees
that, upon receipt of any notice from the Company of (A) the happening of any
event which makes any statements made in the Registration Statement(s) or
related prospectus(es) filed pursuant to this Registration Rights Agreement,
or any document incorporated or deemed to be incorporated therein by
reference, untrue in any material respect or which requires the making of any
changes in such Registration Statement(s) or prospectus(es) so that, in the
case of such Registration Statement(s), it will not 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, in light of
the circumstance under which they were made, not misleading or (B) that, in
the judgment of the Company's Board of Directors, it is advisable to suspend
use of the prospectus(es) for a discrete period of time due to pending
corporate developments which are or may be material to the Company but have
not been disclosed in the Registration Statement(s) or in relevant public
filings with the SEC, or (C) the SEC has issued a stop order suspending the
effectiveness of the Registration Statement(s), the Holder will forthwith
discontinue disposition of such Shares covered by such Registration
Statement(s) or prospectus(es) until it is advised in writing by the Company
that use of the applicable prospectus may be resumed, and has received copies
of any additional or supplemented filings that are incorporated or deemed to
be incorporated by reference in such prospectus(es). The Company shall use
all reasonable best efforts to insure that the use of the prospectus(es) may
be resumed as soon as practicable, and in any event shall not be entitled to
require the Holder to suspend use of the prospectus(es) for more than thirty
(30) consecutive days on any one occasion, more than forty-five (45)
consecutive days in the aggregate on two occasions which are not at least
ninety (90) days apart or more than an aggregate of sixty (60) days in any
twelve month period.
8. INDEMNIFICATION.
(a) COMPANY INDEMNITY. The Company will indemnify each of the
Holders, each of their respective officers, directors, trustees and partners,
and each person controlling any Holder within the meaning of Section 15 of
the Securities Act and the rules and regulations thereunder, with respect to
which registration, qualification or compliance has been effected pursuant to
this Registration Rights Agreement, and each underwriter, if any, and each
person who controls, within the meaning of Section 15 of the Securities Act
and the rules and regulations thereunder, any underwriter, against all
claims, losses, damages and liabilities (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 prospectus, offering circular or other
document (including any related Registration Statement, notification or the
like) incident to any such registration, qualification or compliance, 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 not
misleading, or any violation by the Company of the Securities Act or any
state securities law or in either case, any rule or regulation thereunder
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, qualification or
compliance, and will reimburse each Holder, each of their respective
officers, directors, trustees and partners, and each person controlling any
Holder, each such underwriter and each person who controls any
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such underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating and defending any such claim, loss, damage,
liability or action, provided that the Company 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) based upon written information furnished to the
Company by the Holder or the underwriter and stated to be specifically for
use therein. The indemnity contained in this Section 8(a) shall not apply to
amounts paid by the Holders in settlement of any such loss, claim, damage,
liability or action if such settlement if effected without the consent of the
Company (which consent will not be unreasonably withheld).
(b) HOLDER INDEMNITY. The Holders will, if Registrable Securities
held by it are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of
its directors, officers, partners, and each underwriter, if any, of the
Company's securities covered by such a registration statement, each person
who controls the Company or such underwriter within the meaning of Section 15
of the Securities Act and the rules and regulations thereunder, against all
claims, losses, damages and liabilities (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, prospectus,
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 statement therein not misleading, and will reimburse the Company and
its directors, officers and partners, underwriters or control persons for any
legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action,
in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such Registration Statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information
furnished to the Company by the Holders and stated to be specifically for use
therein; provided, however, that (i) the obligations of a Holder shall not
apply to amounts paid in settlement of any such claims, losses, damages or
liabilities if such settlement is effected without the consent of such Holder
(which consent shall not be unreasonably withheld) and (ii) the obligation
each selling Holder shall be limited to an amount equal to the proceeds to
such Holder from the Registrable Securities sold in connection with such
registration.
(c) PROCEDURE. Each party entitled to indemnification under this
Section 8 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claims as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the defense
of any such claim in any obligation resulting therefrom, provided that
counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably withheld), and
the Indemnified Party may participate in such defense at such party's
expense, and provided further that the Indemnifying Party shall pay such
expense if representation of such Indemnified Party by the counsel retained
by the Indemnifying Party would be inappropriate due
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to actual or potential differing interests between the Indemnified Party and
any other party represented by such counsel in such proceeding. The failure
of any Indemnified Party to give notice as provided herein shall not relieve
the Indemnifying Party of its obligations under this Section 8 except to the
extent that the Indemnifying Party is actually prejudiced by such failure to
provide notice. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified party, consent
to entry of any judgment or enter into any settlement which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to
such Indemnified Party of a release form all liability in respect to such
claim or litigation. Each Indemnified Party shall furnish such information
regarding itself of the claim in question as an Indemnifying Party may
reasonably request in writing and as shall be reasonably required in
connection with the defense of such claim and litigation resulting therefrom.
9. CONTRIBUTION. If the indemnification provided for in Section 8 of
this Registration Rights Agreement is unavailable to the Indemnified Parties
in respect of any losses, claims, damages or liabilities referred to herein,
then each such 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 (i) as
between the Company on the one hand and the Indemnified Parties on the other,
in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Indemnified Parties, as the
case may be, on the other from the offering of the Registrable Securities, or
(ii) if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company on the one hand and of the Indemnified
Parties, as the case may be, on the other, in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities,
as well as any other relevant equitable considerations.
In no event shall the obligation of any Indemnifying Party to
contribute under this Section 9 exceed the amount that such Indemnifying
Party would have been obligated to pay by way of indemnification if the
Indemnification provided for under Section 8(a) or 8(b) of this Registration
Rights Agreement had been available under the circumstances.
The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 9 were determined by pro
rata allocation (even if the Indemnified Parties were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately
preceding paragraphs. The amount paid or payable by an Indemnified Party as a
result of the losses, claims, damages and liabilities referred to in the
immediately preceding paragraphs shall be deemed to include, subject to the
eliminations set forth above, any legal or other expenses reasonably incurred
by such Indemnified Party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Section 9, no
Indemnified Party shall be required to contribute any amount in excess of the
amount by which (i) in the case of the Holder, the net proceeds received by
the Holder from the sale of Registrable Securities or (ii) in the case of an
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underwriter, the total price at which the Registrable Securities purchased by
it and distributed to the public were offered to the public exceeds, in any
such case, the amount of any damages that the Holder or underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 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.
10. SURVIVAL. The indemnity and contribution agreements contained in
Sections 8 and 9 of this Registration Rights Agreement and the
representations and warranties of the Company referred to in Section 2(b)(i)
of this Registration Rights Agreement shall remain operative and in full
force and effect regardless of (i) any termination of this Registration
Rights Agreement or any underwriting agreement, (ii) any investigation made
by or on behalf of the Company, and (iii) the consummation of the sale or
successive resales of the Registrable Securities.
11. INFORMATION BY THE HOLDER AND ANY UNDERWRITERS. The Holders and
the underwriters, if any, shall furnish to the Company, within twenty (20)
business days of the Company's request therefor, such information regarding
such Holder or underwriters, as the case may be, and the distribution
proposed by such Holder or underwriters, as the Company may reasonably
request in writing as shall be reasonably required in connection with any
registration, qualification or compliance referred to in this Registration
Rights Agreement.
12. TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. This Registration
Rights Agreement, and the rights and obligations of a Holder hereunder, may
be assigned by such Holder to any person or entity to which Shares are
transferred by such Holder, and such transferee shall be deemed a "Holder"
for purposes of this Registration Rights Agreement; provided that the
transferee provides written notice of such assignment to the Company.
13. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Registration Rights Agreement contains the
entire understanding and agreement of the parties with respect to the subject
matter hereof, and may not be amended, modified or terminated except by a
written agreement signed by both parties.
(b) NOTICES. Any notice or other communication given or permitted
under this Registration Rights Agreement shall be in writing and shall be
deemed to have been duly given when delivered personally or by facsimile,
with a hard copy to follow by overnight delivery by a reputable courier:
If to the Company, at 00000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000,
Attention: President, Facsimile No: (000) 000-0000, or at such other address
or addresses as may have been furnished in writing by the Company to the
Purchasers, with a copy to Xxxxxx X. Xxxxxx, Esq., Xxxxxx Xxxxxxx Xxxxxxxx &
Xxxxxx, Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx
00000, Facsimile No. (000) 000-0000;
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If to a Purchaser, at its address set forth in Exhibit A, or at such
other address or addresses as may have been furnished to the Company in
writing by such Purchaser, with a copy to Xxxx X. Xxxxxxxx, Esq., Xxxx and
Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Facsimile No: (617)
526-5000; or
If to a Holder other than a Purchaser, at such address or addresses as
may have been furnished to the Company in writing by such Holder.
(c) GENDER OF TERMS. All terms used herein shall be deemed to include
the feminine and the neuter, and the singular and the plural, as the context
required.
(d) GOVERNING LAW; CONSENT OF JURISDICTION. This Registration Rights
Agreement and the validity and performance of the terms hereof shall be
governed by and construed in accordance with the laws of the State of
California, except to the extent that the law of the State of Delaware
regulates the Company's issuance of securities. The parties hereto hereby
consent to, and waive any objection to the exercise of, personal jurisdiction
in the State of California with respect to any action or proceeding arising
out of this Registration Rights Agreement.
(e) TITLE. The titles used in this Registration Rights Agreement are
used for convenience only and are not be to considered in construing or
interpreting this Registration Rights Agreement.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed as of the date first above written.
GATEFIELD CORPORATION
ATTEST By: /s/ XXXXX X. XXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxx
Its President and Chief Executive Officer
/s/ XXXXXXX X. XXXXX
-------------------------------
Xxxxxxx X. Xxxxx
Vice President, General Counsel
and Corporate Secretary
PURCHASERS:
IDANTA PARTNERS LTD.
By: /s/ XXXXX X. XXXX
----------------------------
Xxxxx X. Xxxx, Trustee
Xxxx Family Trust
General Partner
XXXX FAMILY TRUST
By: /s/ XXXXX X. XXXX
-----------------------------
Xxxxx X. Xxxx, Trustee
XXXXXXXXX XXXXX TRUST
By: /s/ XXXXXXXXX XXXXX
-----------------------------
Xxxxxxxxx Xxxxx, Trustee
EXHIBIT A
LIST OF PURCHASERS
Idanta Partners Ltd.
0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx X. Xxxx
Facsimile No.: (000) 000-0000
Xxxx Family Trust
0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx X. Xxxx, Trustee
Facsimile No.: (000) 000-0000
Xxxxxxxxx Xxxxx Trust
0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxxxx Xxxxx, Trustee
Facsimile No.: (000) 000-0000
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