REGISTRATION RIGHTS AGREEMENT
EXHIBIT
4
THIS
REGISTRATION RIGHTS AGREEMENT (this
“Agreement”) is
made and effective as of March 29, 2005 among FARO Technologies, Inc., a
corporation organized under the laws of the State of Florida, United States
(“FARO”), FARO
FNH Netherlands BV, a corporation organized under the laws of the Netherlands
(“Buyer”), the
undersigned shareholders of FARO (individually, a “Shareholder” and
collectively, the “Shareholders”).
WHEREAS,
this Agreement is made in connection with the Stock Purchase Agreement dated as
of the date hereof (the “Purchase
Agreement”) among
FARO, FARO FNH Netherlands BV, a corporation organized under the laws of the
Netherlands and an indirect wholly owned subsidiary of FARO, iQvolution AG, a
stock corporation organized under the laws of the Federal Republic of Germany,
and the Shareholders (who formerly constituted all of the holders of capital
stock of iQvoloution AG).
WHEREAS,
in connection with the Purchase Agreement, FARO has agreed, upon the terms and
subject to the conditions of the Purchase Agreement, to issue and sell to the
Shareholders certain shares of FARO common stock, $0.001 par value per share
(“Common
Stock”);
WHEREAS,
FARO has agreed to provide certain registration rights under the 1933 Act with
respect to the shares of Common Stock that may be issued to the Shareholders in
accordance with the Purchase Agreement.
NOW,
THEREFORE, in
consideration of the foregoing, and intending to be legally bound, the parties
agree as follows:
1. Definitions.
(a) “1933
Act” means
the Securities Act of 1933, as amended, or any successor
legislation.
(b) “1934
Act” means
the Securities and Exchange Act of 1934, as amended, or any successor
legislation.
(c) “Agreement” shall
have the meaning set forth in the preamble hereto.
(d) “Allowable
Grace Period” shall
have the meaning set forth in Section 3(a).
(e) “Common
Stock” shall
have the meaning set forth in the recitals hereto.
(f) “Effectiveness
Failure” shall
have the meaning set forth in Section 2(b).
(g) “FARO” shall
have the meaning set forth in the preamble hereto.
(h) “Grace
Period” shall
have the meaning set forth in Section 3(a).
(i) “Indemnified
Party” shall
have the meaning set forth in Section 6(c).
(j) “Indemnifying
Party” shall
have the meaning set forth in Section 6(c).
(k) “Prospectus” shall
have the meaning set forth in Section 4(b).
(l) “Purchase
Agreement” shall
have the meaning set forth in the recitals hereto.
(m) “Register,”
“registered,” and
“registration” refers
to a registration effected by preparing and filing one or more Registration
Statements (as defined below) in compliance with the 1933 Act and pursuant to
Rule 415 under the 1933 Act or any successor rule providing for offering
securities on a continuous or delayed basis, and the declaration or ordering of
effectiveness of such Registration Statement(s) by the SEC.
(n) “Registrable
Securities” means
(i) the shares of Common Stock that constitute the “Initial Shares,” the
“Workout Shares,” and the “Deferred Shares” (as each such terms are defined in
the Purchase Agreement) and (ii) any capital stock of FARO issued as a dividend
or other distribution with respect to, or in exchange for or in replacement of,
the shares of Common Stock referenced in clause (i); provided, that such shares
of Common Stock will cease to be Registrable Securities at such time as they
have been sold under a Registration Statement or pursuant to Rule 144 under the
1933 Act or such time as they are eligible to be sold pursuant to Rule 144(k)
under the 1933 Act.
(o) “Registration
Statement” means a
Form S-3 registration statement or registration statements filed under the 1933
Act covering the Registrable Securities.
(p) “SEC” means
the United States Securities and Exchange Commission or any successor agency or
entity.
(q) “Shareholder” and
“Shareholders” shall
have the meanings set forth in the preamble hereto.
(r) “Violation” shall
have the meaning set forth in Section 6(a).
Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Purchase Agreement.
2. The
Registration of the Registrable Securities.
(a) Mandatory
Registration. FARO
shall use its reasonable best efforts to prepare, and, as soon as practicable
but in no event later than ten (10) business days after the date hereof, file
with the SEC a Registration Statement covering the resale of all of the
Registrable Securities. FARO shall use its reasonable best efforts to have the
Registration Statement declared effective by the SEC as soon as practicable.
Without the consent of the Shareholders’ Agent, FARO shall not include any
securities other than the Registrable Securities in the Registration
Statement.
(b) Effect
of Failure to Obtain Effectiveness of Registration Statement. If a
Registration Statement covering the Registrable Securities is not declared
effective by the SEC by the dates set forth in Section 4.7 of the Purchase
Agreement (each, an “Effectiveness
Failure”), then
the Shareholders’ Agent may exercise the right set forth in Section 4.7 of the
Purchase Agreement to sell to FARO the applicable Registrable Securities
pursuant to Section 4.7 of the Purchase Agreement. If, upon an Effectiveness
Failure, the Shareholders’ Agent exercises such right pursuant to Section 4.7 of
the Purchase Agreement, then (with respect to the Registrable Securities that
are sold to FARO pursuant thereto) the Shareholders waive all claims (whether
for damages or at law or equity) by reason of an Effectiveness Failure or any
delay in or reduction of such Shareholders’ ability to sell such Registrable
Securities.
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3. Postponement
or Suspension of the Registration.
(a) Notwithstanding
anything to the contrary herein, at any time after the Registration Statement
has been declared effective by the SEC, FARO may delay the disclosure of
material non-public information the disclosure of which at the time is not, in
the good faith opinion of the Board of Directors of FARO, in the best interest
of FARO (a “Grace
Period”);
provided, that FARO shall promptly (i) notify the Shareholders’ Agent in writing
of the existence of material non-public information giving rise to a Grace
Period (provided that in each notice FARO will not disclose the content of such
material non-public information), the date on which the Grace Period will begin,
and the fact that the use of the Registration Statement has been suspended, and
(ii) notify the Shareholders’ Agent in writing of the date on which the Grace
Period ends and that the use of the Registration Statement may be resumed; and,
provided further, that no Grace Period shall exceed 30 consecutive days and
during any 365-day period such Grace Periods shall not exceed an aggregate of 90
days and the first day of any Grace Period must be at least three trading days
after the last day of any prior Grace Period (each, an “Allowable
Grace Period”). For
purposes of determining the length of a Grace Period above, the Grace Period
shall begin on and include the date the Shareholders’ Agent receives the notice
referred to in clause (i) and shall end on and include the later of the date the
Shareholders’ Agent receives the notice referred to in clause (ii) and the date
referred to in such notice.
(b) During
the period of any Allowable Grace Period, the first sentence of Section 4(d)
hereof with respect to the information giving rise to such Allowable Grace
Period shall not be applicable and the use of the Registration Statement shall
be suspended. Upon expiration of the Grace Period, FARO shall again be bound by
the first sentence of Section 4(d) with respect to the information giving rise
thereto unless such material non-public information is no longer
applicable.
4. Obligations
of FARO.
FARO
shall:
(a) Registration. Use its
reasonable best efforts to cause a Registration Statement covering all the
Registrable Securities to become effective and use its reasonable best efforts
to keep such Registration Statement effective until such shares of Common Stock
cease being Registrable Securities. FARO shall promptly notify the Shareholders’
Agent in writing when the Registration Statement has been filed, when it has
been declared effective, of the issuance by the SEC of any stop order suspending
effectiveness of the Registration Statement and of the initiation of any process
for that purpose. FARO shall use its best efforts to promptly obtain the
withdrawal of any stop order suspending the effectiveness of the Registration
Statement.
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(b) Amendments
and Supplements. Prepare
and file with the SEC such amendments and supplements to such Registration
Statement and the prospectus used in connection with such Registration Statement
(as amended or supplemented from time to time, the “Prospectus”) as may
be necessary to comply with the provisions of the 1933 Act with respect to the
disposition of all securities covered by such Registration
Statement.
(c) Copies
of Prospectus and Registration Statement. Furnish
to the Shareholders’ Agent such numbers of copies of the Prospectus, including a
preliminary Prospectus, in conformity with the requirements of the 1933 Act,
such numbers of signed copies of the Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits (including
those incorporated by reference) and such other documents as it may reasonably
request in order to facilitate the disposition of Registrable Securities owned
by such Shareholder.
(d) Notice
of Material Untrue Statements or Omissions. Notify
the Shareholders’ Agent at any time when the Prospectus is required to be
delivered under the 1933 Act of the happening of any event as a result of which
the Prospectus, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing. Subject to Section 3 hereof, FARO will use its
reasonable best efforts to file any amendment or supplement to the Registration
Statement and/or Prospectus and take any other necessary action to ensure that
the use of the Prospectus may be resumed as quickly as possible.
(e) Expenses. Pay all
costs, fees and expenses in connection with the Registration Statement
including, without limitation, FARO’s legal and accounting fees, printing
expenses, blue sky fees and expenses (but excluding any fees and expenses of any
special counsel, if any, engaged by the Shareholders’ or the Shareholders’
Agent), and registration, filing and qualification fees relating to the
Prospectus and other documents and audit expenses.
(f) Blue
Sky Registration. Take
all necessary action which may be required in qualifying or registering the
Registrable Securities included in a registration statement for offering and
sale under the securities or blue sky laws of such states as reasonably are
requested by the Shareholders, provided that FARO shall not be obligated to
execute or file any general consent to service of process or to qualify as a
foreign corporation to do business under the laws of any such
jurisdiction.
(g) Listing/Quotation. Cause
all Registrable Securities to be listed or quoted on each securities exchange
and listing on which similar securities of FARO are then listed or
quoted.
(h) Transfer
Agent and Registrar. Provide
a transfer agent and registrar for all Registrable Securities and a CUSIP number
for all Registrable Securities no later than the effective date of the
Registration Statement.
(i) Stock
Certificates.
Cooperate with each Shareholder to facilitate the timely preparation and
delivery of stock certificates representing the Registrable Securities not
bearing any restrictive legends in such denominations and registered in such
names as such Shareholder may request.
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(j) Earnings
Statements. Make
“generally available to its security holders” (within the meaning of Rule 158
under the 0000 Xxx) an earnings statement (which need not be audited unless
required by the 0000 Xxx) in the detail required by and complying with Section
11(a) and Rule 158 of the 1933 Act, covering a period of at least 12 consecutive
months.
(k) SEC
Correspondence. Deliver
promptly to each Shareholder copies of all correspondence between the SEC and
FARO, its counsel or auditors with respect to the Registration Statement. Upon
the written request of the Shareholders’ Agent, in connection with the
Shareholders’ Agent due diligence requirements with respect to information
contained in or omitted from the Registration Statement and if and to the extent
that Shareholders’ Agent deems reasonably necessary to comply with applicable
securities laws or the rules and regulations of the National Association of
Securities Dealers, Inc., FARO will make available for inspection by the
Shareholder’s Agent the pertinent books, records and properties of FARO and will
provide the Shareholders’ Agent with opportunities to discuss the business of
FARO with its executive officers, all to such reasonable extent and at such
reasonable times as the Shareholders’ Agent shall reasonably request The
foregoing sentence is subject to the requirement that Shareholders’ Agent
agreeing in writing (in a form reasonably acceptable to FARO) to hold in strict
confidence and shall not make any disclosure or use of any books, record, or
other information that has been so inspected.
(l) Public
Information. For so
long as the Registrable Securities shall be registered under Section 12 of the
1934 Act, at any time when any Shareholder is entitled and desires to make sales
of any Registrable Securities in reliance on Rule 144 either (i) make available
adequate current public information with respect to FARO as required by
paragraph (c) of Rule 144, or (ii) if such information is not available, use its
reasonable best efforts to make such information available without
delay.
(m) Other
Documents. Furnish
to Shareholders’ Agent upon written request a written statement by FARO as to
its compliance with the reporting requirements of Rule 144 (at any time, and of
the 1933 Act and the 1934 Act.
5. Furnish
Information. FARO’s
obligation to cause any Registration Statement to become effective in connection
with distribution of any Registrable Securities pursuant to this Agreement shall
be contingent upon each of the Shareholders, with reasonable promptness,
furnishing to FARO such information regarding such Shareholder, the Registrable
Securities held by such Shareholder, and the intended method of disposition of
the Registrable Securities, as shall be required to effect the registration of
the Registrable Securities.
6. Indemnification
and Contribution. To the
fullest extent permitted by law, FARO and FARO FNH Netherlands BV will indemnify
and hold harmless each Shareholder, each of its directors, each of its officers
who has signed such Registration Statement, and each person, if any, who
controls such Shareholder within the meaning of the 1933 Act against any losses,
claims, damages, or liabilities to which any of the foregoing persons may become
subject under the 1933 Act, the 1934 Act or any other statute, common law or
otherwise, insofar as such losses, claims, damages, or liabilities (or actions
in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively a “Violation”): (i)
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement, including any preliminary Prospectus or final
Prospectus contained therein or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by FARO of the 1933 Act or the 1934 Act
or any
other statute, common law or otherwise, or any
rule or regulation promulgated under the 1933 Act, the 1934 Act, or any
other statute, common law or otherwise, and FARO
will pay to such Shareholder any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained
in this subsection 6(a) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability, or action if such settlement is effected
without the consent of FARO, nor shall FARO be liable in any such case for any
such loss, claim, damage, liability, or action to the extent that it arises out
of or is based upon (1) a Violation which occurs in reliance upon and in strict
conformity with information furnished in writing to FARO by such Shareholder for
use in connection with the preparation of the Registration Statement or any
amendment thereof or supplement thereto, or (2) a Violation which results from
the fact that such Shareholder did not send or give to a person who bought
Registrable Securities, at or prior to the written confirmation of the sale, a
copy of the final Prospectus, as then amended or supplemented, if FARO had
previously furnished copies of such Prospectus hereunder and such Prospectus
corrected the misstatement or omission forming the basis of the
Violation.
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(b) To the
extent permitted by law, each Shareholder, severally and not jointly, will
indemnify and hold harmless FARO, each of its directors, each of its officers
who has signed such Registration Statement, and each person, if any, who
controls FARO within the meaning of the 1933 Act against any losses, claims,
damages, or liabilities to which any of the foregoing persons may become
subject, under the 1933 Act, or the 1934 Act or any other statute, common law or
otherwise, insofar as such losses, claims, damages, or liabilities (or action in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation occurs in reliance upon
and in strict conformity with information furnished in writing to FARO by such
Shareholder for use in connection with the preparation of the Registration
Statement or any amendment thereof or supplement thereto; and such Shareholder
will pay, as incurred, any legal or other expenses reasonably incurred by any
person intended to be indemnified pursuant to this Section 6(b), in connection
with investigating or defending any such loss, claim, damage, liability, or
action; provided, however, that the indemnity agreement contained in this
Section 6(b) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of such Shareholder, which consent shall not be unreasonably withheld;
provided further, that in no event shall any indemnity under this Section 6(b)
exceed the net proceeds actually received from such Shareholder from the sale of
Registrable Securities effected pursuant to such registration.
(c) Indemnification
Procedure. Each
party entitled to indemnification under this Section 6 (for the purposes of this
Section 6, the “Indemnified
Party”) shall
give notice to the party required to provide indemnification (for the purposes
of this Section, the “Indemnifying
Party”) after
such Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, and shall 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 shall conduct the defense of such claim or
litigation, 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 failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Agreement, unless the failure
to give such notice is materially prejudicial to an Indemnifying Party’s ability
to defend such action, and provided further that the Indemnifying Party shall
not assume the defense for matters as to which there is a conflict of interest
or separate and different defenses. No Indemnifying Party, in the defense of any
such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.
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(d) Contribution. If the
indemnification provided for in this Section 6 is unavailable, then each
Indemnifying Party shall contribute to the amount paid or payable by such
Indemnifying Party as a result of such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) in such proportion as is appropriate to
reflect the relative fault of FARO and FARO FNH Netherlands BV on the one hand
and each Shareholder on the other in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities, or expenses (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by FARO, FARO FNH Netherlands BV or such Shareholder, the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission, and whether a party breached a
representation or warranty or covenant or agreement contained in this Agreement.
FARO, FARO FNH Netherlands BV and each Shareholder agrees that it would not be
just and equitable if contribution were determined by pro rata allocation or by
any other method of allocation which does not take account of the equitable
considerations referred to above. The amount paid or payable by an Indemnified
Party as a result of the losses, claims, damages, liabilities or expenses (or
actions in respect thereof) referred to above shall be deemed to include any
legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such claim. Notwithstanding the
provisions of this paragraph, no Shareholder shall be required to contribute any
amount in excess of the net proceeds actually received by such Shareholder from
the sale of Registrable Securities effected pursuant to such registration. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 0000 Xxx) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
(e) Survival. The
obligations of FARO, FARO FNH Netherlands BV and each Shareholder under this
Section 6 shall survive the completion of any offering of the Registrable
Securities in the Registration Statement and otherwise.
7. Miscellaneous.
(a) Termination
of Obligations.The
obligations of FARO pursuant to Sections 2 and 4, other than Sections 4(e), (g),
(h), (i), (l) and (m), shall cease and terminate upon the date that the shares
of Common Stock covered hereby cease to constitute Registrable
Securities.
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(b) Successors
and Assigns. 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; provided that
the Shareholders may not assign its rights under this Agreement without the
consent of FARO. Nothing in this Agreement, express or implied, is intended to
confer upon any party other than the parties hereto any rights, remedies,
obligations, or liabilities under or by reason of this Agreement.
(c) Governing
Law; Jurisdiction; Venue. This
Agreement shall be governed by and construed under the laws of the State of New
York (without reference to any principles of conflict of laws). FARO, FARO FNH
Netherlands BV and each of the Shareholders hereby consents to the jurisdiction
and venue of any court located in Orange County, State of Florida.
(d) Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
(e) Titles
and Subtitles. The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.
(f) Notices. Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given (i) upon personal
delivery to the party to be notified, (ii) on the seventh business day after
deposit with the United States Post Office, by registered or certified mail,
postage prepaid, (iii) on the next business day after dispatch via nationally
recognized overnight courier or (iv) upon confirmation of transmission by
facsimile, all addressed to the party to be notified at the address indicated
for such party on the signature page hereof, or at such other address as such
party may designate by ten (10) days’ advance written notice to the other
parties. Notices should be provided in accordance with this Section at the
following addresses:
If to
Shareholders, to:
cubixx
GmbH, the Shareholders’ Agent
c/o Xx.
Xxxxx-Xxxxxxx Xxxxxx
Straussweg
1271640 Ludwigsburg
Facsimile:
x00-0000-000000
(with a
copy to)
Xxxx Xxxx
Xxxxxxxx
Xxxxxxxxxxx
00 B
D-70184
Stuttgart
Attention:
Xx. Xxxxx-Xxxxxx Xxxxxxxx
Xx.
Xxxxxxx Xxxxx
Facsimile:
x00-000-0000000
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If to
FARO or Buyer, to:
FARO
Technologies, Inc.
000
Xxxxxxxxxx Xxxx
Xxxx
Xxxx, Xxxxxxx, XXX 00000
Attention:
Chief Executive Officer or
President
and Chief Operating Officer
Facsimile:
(000) 000-0000
(with a
copy to)
Xxxxx
& Lardner LLP
000 X.
Xxxxx Xx., Xxxxx 0000
Xxxxx,
Xxxxxxx, XXX 33602
Attention:
Xxxxxx Xxxxxxx, Esq.
Facsimile:
813-221-4210
And
Xxxxxxx,
Schütze & Partner
Xxxxxxxxxxxx
000
00000
Xxxxxxxxx xx Xxxx
Attention:
Xx. Xxxxxxxx Xxxxxxx
Facsimile:
+49-69-95 91 35-30
(g) Expenses. If any
action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.
(h) Amendments
and Waivers. Any
term of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of FARO and the
Shareholders’ Agent. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each holder of any Registrable Securities then
outstanding, each future holder of all such Registrable Securities, and
FARO.
(i) Severability. If one
or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
(j) Entire
Agreement; Amendment; Waiver. This
Agreement constitutes the full and entire understanding and agreement between
the parties with regard to the subjects hereof.
[Remainder
of page intentionally left blank]
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IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first above written.
| FARO TECHNOLOGIES, INC. | ||
| |
|
|
| By: | /S/ | |
| Name: Xxx X. Xxxxxxxx | ||
| Title: President and Chief OperatingOfficer | ||
| FARO FNH NETHERLANDS BV, | ||
| |
|
|
| By: | /S/ | |
| Name: Xxxxxxxxx X. Xxxx | ||
| Title: Co-Managing Director | ||
| SHAREHOLDERS’ AGENT | ||
| cubixx GmbH | ||
| |
|
|
| By: | /S/ | |
| Name: Xx. Xxxxx-Xxxxxxx Xxxxxx | ||
| Title: | ||
| SHAREHOLDERS | ||
| cubixx GmbH | ||
| |
|
|
| By: | /S/ | |
| Name: Xx. Xxxxx-Xxxxxxx Xxxxxx | ||
| Title: | ||
SIGNATURE
PAGE TO REGISTRATION RIGHTS AGREEMENT
| /S/ | ||
|
Print
Name: |
Xx.
Xxxxxx Xxxxx, | |
| represented by cubixx GmbH by a power of attorney of __________, 2005, cubixx GmbH being represented by its managing director, Xx. Xxxxx-Xxxxxxx Xxxxxx | ||
| /S/ | ||
|
Print
Name: |
Xxxxxx
Xxxxxxxxx, | |
|
represented
by cubixx GmbH by a power of attorney of __________, 2005, cubixx GmbH
being represented by its managing director Xx. Xxxxx-Xxxxxxx
Xxxxxx | ||
| /S/ | ||
|
Print
Name: |
Xxxxxxx
Xxxxxxx, | |
|
represented
by cubixx GmbH by a power of attorney of __________, 2005, cubixx GmbH
being represented by its managing director, Xx. Xxxxx-Xxxxxxx
Xxxxxx | ||
| /S/ | ||
|
Print
Name: |
Dr.
Hanjörg Xxxx, | |
| represented by cubixx GmbH by a power of attorney of __________, 2005, cubixx GmbH being represented by its managing director Xx. Xxxxx-Xxxxxxx Xxxxxx | ||
| /S/ | ||
|
Print
Name: |
Xxxxx
Xxxxxxx, | |
| represented by cubixx GmbH by a power of attorney of __________, 2005, cubixx GmbH being represented by its managing director Xx. Xxxxx-Xxxxxxx Xxxxxx |
SIGNATURE PAGE TO REGISTRATION RIGHTS
AGREEMENT
2
| /S/ | ||
|
Print
Name: |
Xxxxxxx
Broutechoux, | |
|
represented
by cubixx GmbH by a power of attorney of __________, 2005, cubixx GmbH
being represented by its managing director Xx. Xxxxx-Xxxxxxx
Xxxxxx | ||
| /S/ | ||
|
Print
Name: |
Xxxxxx
Xxxxx, | |
|
represented
by cubixx GmbH by a power of attorney of __________, 2005, cubixx GmbH
being represented by its managing director Xx. Xxxxx-Xxxxxxx
Xxxxxx | ||
| /S/ | ||
|
Print
Name: |
Prof.
Xx. Xxxxxxxx Xxxx, | |
|
represented
by cubixx GmbH by a power of attorney of __________, 2005, cubixx GmbH
being represented by its managing director Xx. Xxxxx-Xxxxxxx
Xxxxxx | ||
| /S/ | ||
|
Print
Name: |
Xxxxxxx
Xxxxxx Xxxxxxxxx, | |
|
represented
by cubixx GmbH by a power of attorney of __________, 2005, cubixx GmbH
being represented by its managing director Xx. Xxxxx-Xxxxxxx
Xxxxxx | ||
| /S/ | ||
|
Print
Name: |
Advanced
Technology Solutions AB, | |
|
represented
by cubixx GmbH by a power of attorney of __________, 2005, cubixx GmbH
being represented by its managing director Xx. Xxxxx-Xxxxxxx
Xxxxxx | ||
