EXHIBIT 10.8
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into
as of the 9th day of May 2006, by and among Europa Trade Agency Ltd., a Nevada
corporation (the "COMPANY"), Ironclad Performance Wear Corporation, a California
corporation ("IRONCLAD"), and the holders of the Company's common stock listed
on EXHIBIT A who are signatories hereof (each an "EUTA COMMON STOCKHOLDER" and
collectively the "EUTA COMMON STOCKHOLDERS").
RECITALS
A. Ironclad is a party to a certain Agreement and Plan of Merger
dated as of April 20, 2006 (the "MERGER AGREEMENT"), pursuant
to which upon the Closing Date (as defined below), Ironclad
will become a wholly-owned subsidiary of the Company and the
existing Ironclad stockholders will obtain majority ownership
and control of the Company (the "MERGER").
B. As an inducement to the EUTA Common Stockholders' approval of
the Merger, the Company desires to grant to the EUTA Common
Stockholders certain registration rights with respect to the
shares of Common Stock held by such EUTA Common Stockholders
as of the effective date of the Merger.
C. The consummation of the Merger and the other transactions
contemplated by the Merger Agreement are conditioned on the
execution and delivery of this Agreement, and the parties
hereto desire to sign and deliver this Agreement pursuant to
their respective rights under the foregoing described
arrangements and agreements, and in connection with the Merger
and the transactions contemplated by the Merger Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:
1.1 The "CLOSING DATE" shall mean the first business day
after satisfaction of the conditions set forth in
SECTION 7 of the Merger Agreement or as soon as
practicable thereafter following satisfaction or
waiver of the conditions set forth in SECTION 7 of
the Merger Agreement.
1.2 The term "COMMON STOCK" means the common stock of the
Company, par value $0.001 per share.
1.3 The term "HOLDER" means each EUTA Common Stockholder
or any of such parties' respective successors and
permitted assigns who acquire in accordance with this
Agreement Registrable Securities directly or
indirectly from a EUTA Common Stockholder, including
from any permitted assignee as set forth in SECTION
3.
1.4 The term "MAJORITY HOLDERS" means the Holders of at
least a majority of the Registrable Securities then
issued and outstanding.
1.5 The term "PRIVATE PLACEMENT REGISTRATION STATEMENT"
means the Registration Statement that the Company
agreed to file no later than the Registration Filing
Date, under Subscription Agreements executed in
connection with the private placement of investment
units offered and sold pursuant to the Europa Trade
Agency Ltd. Confidential Private Placement Memorandum
dated March 2006, as contemplated by the Merger
Agreement.
1.6 The terms "REGISTER," "REGISTERED," and
"REGISTRATION" refer to a registration effected by
preparing and filing a registration statement in
compliance with the Securities Act and the applicable
rules and regulations thereunder, and the declaration
or ordering of the effectiveness of such registration
statement.
1.7 The term "REGISTRATION FILING DATE" means no later
than forty-five (45) days after the Closing Date.
1.8 The term "REGISTRABLE SECURITIES" means (i) any
shares of Common Stock held by the EUTA Common
Stockholders as of the effective date of the Merger,
or (ii) any shares of Common Stock issuable with
respect to the securities referred to in clauses (i)
above by virtue of any stock split, combination,
stock dividend, merger, consolidation or other
similar event or by virtue of other anti-dilution
protection; PROVIDED, HOWEVER, that shares of Common
Stock that are considered to be Registrable
Securities shall cease to be Registrable Securities
(A) upon the sale thereof pursuant to an effective
registration statement, (B) upon the sale thereof
pursuant to Rule 144 (or successor rule) under the
Securities Act, (C) when such securities cease to be
outstanding or (D) upon the sale thereof in a private
transaction where the transferor's rights under this
Agreement are not assigned, or are improperly
assigned pursuant to the terms and conditions of this
Agreement.
1.9 The term "REGISTRATION STATEMENT" means a Form SB-2
or other appropriate registration document under the
Securities Act.
1.10 The term "SEC" means the United States Securities and
Exchange Commission.
1.11 The term "SECURITIES ACT" means the Securities Act of
1933, as amended.
2. REGISTRATION RIGHTS
2.1 REGISTRATION REQUIREMENT. Subject to the terms and
limitations hereof, if the Company receives a written
request from the Majority Holders that the Company
include all of the Registrable Securities then
outstanding and held by the Holders of Registrable
Securities in the Private Placement Registration
Statement, the Company shall use its commercially
reasonable efforts to include the resale of such
Registrable Securities in the Private Placement
Registration Statement and (after such registration
statement shall have been declared effective)
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shall use its commercially reasonable efforts to
maintain the effectiveness of the Private Placement
Registration Statement for a period of twenty-four
(24) months at the Company's expense (the
"EFFECTIVENESS Period").
2.2 LIMITATION TO REGISTRATION REQUIREMENT.
Notwithstanding the foregoing, the Company shall not
be obligated to effect any registration of the
Registrable Securities or take any other action
pursuant to this SECTION 2: (i) in any particular
jurisdiction in which the Company would be required
to execute a general consent to service of process in
effecting such registration, qualification or
compliance unless the Company is already subject to
service in such jurisdiction and except as may be
required by the Securities Act, or (ii) during any
period in which the Company suspends the rights of a
Holder after giving such Holder written notification
of a Potential Material Event (defined below)
pursuant to SECTION 2.6 hereof.
2.3 EXPENSES OF REGISTRATION. Except as otherwise
expressly set forth, the Company shall bear all
expenses incurred by the Company in compliance with
the registration obligations of the Company,
including, without limitation, all registration and
filing fees, printing expenses, fees and
disbursements of counsel for the Company incurred in
connection with any registration, qualification or
compliance pursuant to this Agreement and all
underwriting discounts, selling commissions and
expense allowances applicable to the sale of any
securities by the Company for its own account in any
registration. All underwriting discounts, selling
commissions and expense allowances applicable to the
sale by a Holder of Registrable Securities and all
fees and disbursements of counsel for such Holder
shall be borne by such Holder.
2.4 INDEMNIFICATION.
(a) To the extent permitted by law the Company will
indemnify each Holder, each of its officers,
directors, agents, employees and partners, and each
person controlling such Holder, with respect to each
registration, qualification or compliance effected
pursuant to this Agreement, and each underwriter, if
any, and each person who controls any underwriter,
and their respective counsel against all claims,
losses, damages and liabilities (or actions,
proceedings or settlements in respect thereof)
arising out of or based on (i) any untrue statement
(or alleged untrue statement) of a material fact
contained in any prospectus, offering circular or
other document prepared by the Company (including any
related registration statement, notification or the
like) incident to any such registration,
qualification or compliance, or (ii) 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
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
subject to the provisions of SECTION 2.4(C) below,
will reimburse each such Holder, each of its
officers, directors, agents, employees and partners,
and each person controlling such Holder, each such
underwriter and each person who controls any such
underwriter, for any legal and any other expenses as
they are 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 alleged untrue statement) or omission
(or alleged omissions) based upon written information
furnished to the Company by
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(or on behalf of) such Holder or underwriter, or if
the person asserting any such loss, claim, damage or
liability (or action or proceeding in respect
thereof) did not receive a copy of an amended
preliminary prospectus or the final prospectus (or
the final prospectus as amended and supplemented) at
or before the written confirmation of the sale of
such Registrable Securities to such person because of
the failure of such Holder or underwriter to so
provide such amended preliminary or final prospectus
(or the final prospectus as amended and
supplemented); provided, however, that the indemnity
agreement contained in this subsection shall not
apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement
is effected without the consent of the Company (which
consent shall not be unreasonably withheld), nor
shall the Company be liable in any such case for any
such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a
violation which occurs in reliance upon and in
conformity with written information furnished
expressly for use in connection with such
registration by a Holder, any such partner, officer,
director, employee, agent or controlling person of
such Holder, or any such underwriter or any person
who controls any such underwriter; provided, however,
that the obligations of the Company hereunder shall
be limited to an amount equal to the portion of net
proceeds represented by the Registrable Securities
pursuant to this Agreement.
(b) To the extent permitted by law, each Holder whose
Registrable Securities are included in any
registration, qualification or compliance effected
pursuant to this Agreement will indemnify the
Company, and its directors, officers, agents,
employees 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 the Securities
Act and the rules and regulations thereunder, each
other such Holder and each of their officers,
directors, partners, agents and employees, and each
person controlling such Holder, and their respective
counsel 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 statements therein not misleading, and will
reimburse the Company and such Holders, directors,
officers, partners, persons, underwriters or control
persons for any legal or any other expenses as they
are 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 such
Holder; PROVIDED, HOWEVER, that the obligations of
any Holder hereunder shall be limited to an amount
equal to the net proceeds to such Holder from
Registrable Securities sold under such registration
statement, prospectus, offering circular or other
document as contemplated herein; provided, further,
that the indemnity agreement contained in this
subsection shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the
consent of such Holder, which consent shall not be
unreasonably withheld or delayed.
(c) Each party entitled to indemnification under this
Section (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 claim as to which
indemnity may be sought, and shall permit the
Indemnifying Party to assume the
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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
any litigation resulting therefrom, shall be approved
by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party
may participate in such defense at such party's
expense; and provided further that if any Indemnified
Party reasonably concludes that there may be one or
more legal defenses available to it that are not
available to the Indemnifying Party, or that such
claim or litigation involves or could have an effect
on matters beyond the scope of this Agreement, then
the Indemnified Party may retain its own counsel at
the expense of the Indemnifying Party; 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 and only to the extent that such
failure to give notice results in material prejudice
to the Indemnifying Party. 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.
Each Indemnified Party shall furnish such information
regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing
and as shall be reasonably required in connection
with defense of such claim and litigation resulting
therefrom.
(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 herein, then the Indemnifying Party, in
lieu of indemnifying such Indemnified Party
hereunder, shall 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 in connection
with the statements or omissions which 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 shall 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.
2.5 TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. The
Registrable Securities, and any related benefits to
the Holders hereunder may be transferred or assigned
by a Holder to a permitted transferee or assignee,
provided that the Company is given written notice of
such transfer or assignment, stating the name and
address of said transferee or assignee and
identifying the Registrable Securities with respect
to which such registration rights are being
transferred or assigned; provided further that the
transferee or assignee of such Registrable Securities
shall be deemed to have assumed the obligations of
the transferring Holder under this Agreement by the
acceptance of such assignment and shall, upon request
from the Company, evidence such assumption by
delivery to the Company of a written agreement
assuming such obligations of the transferring Holder.
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2.6 REGISTRATION PROCEDURES. In the case of any
registration effected by the Company pursuant to this
Agreement, the Company will keep each Holder advised
in writing as to the initiation of each registration
and as to the completion thereof. The Company will:
(a) Prepare and file with the SEC such amendments and
supplements to such registration statement and the
prospectus used in connection with such registration
statement as may be necessary to comply with the
provisions of the Securities Act with respect to the
disposition of securities covered by such
registration statement;
(b) Respond as promptly as reasonably practicable to any
comments received from the SEC with respect to a
registration statement or any amendment thereto.
(c) Notify each Holder as promptly as reasonably
practicable and (if requested by any such person)
confirm such notice in writing no later than one
trading day following the day (A) when a prospectus
or any prospectus supplement or post-effective
amendment to a registration statement is proposed to
be filed and (B) with respect to a registration
statement or any post-effective amendment, when the
same has become effective;
(d) Furnish such number of prospectuses and other
documents incident thereto, including supplements and
amendments, as a Holder may reasonably request;
(e) Furnish to each Holder, upon request, a copy of all
documents filed with and all correspondence from or
to the SEC in connection with any such registration
statement other than non-substantive cover letters;
(f) Use its commercially reasonable efforts to avoid the
issuance of, or, if issued, obtain the withdrawal of
(i) any order suspending the effectiveness of a
registration statement, or (ii) any suspension of the
qualification (or exemption from qualification) of
any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment; and
(g) Use its commercially reasonable efforts to comply
with all applicable rules and regulations of the SEC.
Notwithstanding the foregoing, if at any time or from time to
time after the date hereof, the Company notifies the Holders in writing of the
existence of an event or circumstance that is not disclosed in the Registration
Statement and that may have a material effect on the Company or its business (a
"POTENTIAL MATERIAL EVENT"), each Holder shall not offer or sell any Registrable
Securities, or engage in any other transaction involving or relating to the
Registrable Securities, from the time of the giving of notice with respect to a
Potential Material Event until the Company notifies each Holder that such
Potential Material Event either has been added to the Registration Statement by
amendment or supplement or no longer constitutes a Potential Material Event;
PROVIDED, that the Company may not so suspend the right of a Holder for more
than one hundred twenty (120) days during any twelve (12)-month period.
2.7 STATEMENT OF BENEFICIAL OWNERSHIP. The Company may
require each Holder to furnish to the Company a
certified statement as to the number of shares of
Common Stock beneficially owned by such Holder and
the controlling person thereof and any other such
information regarding such Holder, the Registrable
Securities held by such Holder and the
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intended method of disposition of such securities as
shall be reasonably required with respect to the
registration of a Holder's Registrable Securities.
Each Holder hereby understands and agrees that the
Company may, in its sole discretion, exclude such
Holder's shares of Common Stock from the Registration
Statement in the event that such Holder fails to
provide such information requested by the Company
within the time period reasonably specified by the
Company or as otherwise specified by law or the SEC.
2.8 COMPLIANCE. Each Holder covenants and agrees that
such Holder will comply with the prospectus delivery
requirements of the Securities Act as applicable to
such Holder in connection with sales of Registrable
Securities pursuant to the registration statements
filed pursuant to this Agreement.
2.9 DEMAND REGISTRATION.
(a) Subject to the terms and conditions hereof, if the
Company receives at any time after the date that is
six (6) months after the Effective Time (as defined
in the Merger Agreement), a written request from the
Majority Holders that the Company register all of the
Registrable Securities then outstanding and held by
the Holders of Registrable Securities (a "DEMAND
REQUEST"), then the Company shall, within ten (10)
days after receipt of such Demand Request, give
written notice of such request ("DEMAND REQUEST
NOTICE") to all Holders. Each Demand Request Notice
shall (x) specify the number of Registrable
Securities that the Holders intend to sell or dispose
of, (y) state the intended method or methods of sale
or disposition of such Registrable Securities and (z)
specify the expected price range (net of underwriting
discounts and commissions) acceptable to the Majority
Holders to be received for such Registrable
Securities.
(b) The Company shall file, no later than forty-five (45)
days following receipt of a Demand Request (the
"DEMAND FILING DATE"), a Registration Statement
covering such Registrable Securities which the
Company has been so requested to register by the
Majority Holders and other Holders who request,
within fifteen (15) days of the mailing of the Demand
Request Notice, that the Company register their
Registrable Securities, providing for the
registration under the Securities Act of such
Registrable Securities to the extent necessary to
permit the disposition of such Registrable Securities
in accordance with the intended method of
distribution specified in such Demand Request, and
use its commercially reasonable efforts to have such
Registration Statement declared effective by the SEC
within one hundred fifty (150) days after the Demand
Filing Date.
(c) The Company may delay making a filing of a
Registration Statement in connection with a Demand
Request or taking action in connection therewith by
not more than ninety (90) days if the Company
provides a written certificate signed by the Chief
Executive Officer and Chief Financial Officer of the
Company to the Holders, prior to the time it would
otherwise have been required to file such
Registration Statement or take such action pursuant
to this SECTION 2.9, stating that the Board has
determined in good faith that the filing of such
Registration Statement would be seriously detrimental
to the Company or would otherwise materially
adversely affect a financing, acquisition,
disposition, merger or other material transaction
(collectively, a "VALID BUSINESS REASON") and that it
is therefore essential to defer the filing of the
Registration Statement; provided, however, that such
right to delay a Demand
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Request shall be exercised by the Company not more
than once in any twelve (12)-month period and the
Company shall only have the right to delay a Demand
Request so long as such Valid Business Reason exists,
and during such time, the Company may not file a
Registration Statement for securities to be issued
and sold for its own account or for that of anyone
other than the Holders.
(d) The Company shall only be obligated to effect one (1)
Demand Request pursuant to this SECTION 2.9.
(e) The Majority Holders shall have the right to cancel a
proposed registration of Registrable Securities
pursuant to this SECTION 2.9 when the request for
cancellation is based upon material adverse
information relating to the Company that is different
from the information known to the Majority Holders at
the time of the Demand Request. Such cancellation of
a registration shall be made in writing and shall not
be counted as a Demand Request.
(f) Notwithstanding anything contained herein to the
contrary, none of the Holders shall have any rights
under this SECTION 2.9 and the Majority Holders shall
not be entitled to exercise the rights under this
SECTION 2.9, unless: (i) none of the Registrable
Securities (and no sale or resale of any Registrable
Securities) shall have been included in or covered by
the Private Placement Registration Statement; and
(ii) the Company determines that the sale of the
Registrable Securities to be included in the
registration statement to be filed under this SECTION
2.9 cannot be accomplished under Rule 144 of the
Securities Act. For the avoidance of doubt, none of
the Holders shall have any rights under this SECTION
2.9 and the Majority Holders shall not be entitled to
exercise any such rights, if (i) any of the
Registrable Securities (and/or any sale or resale
thereof) shall have been included in or covered by
the Private Placement Registration Statement, or (ii)
the Company shall have determined that the sale of
the Registrable Securities can be accomplished under
Rule 144 of the Securities Act.
3. MISCELLANEOUS
3.1 TRANSFER OF REGISTRATION RIGHTS. The registration
rights of any Holder under this Agreement with
respect to any Registrable Securities may not be
transferred except by will or the laws of intestacy
and any attempt to transfer such rights in violation
of this Agreement shall be null and void.
3.2 SUCCESSORS AND ASSIGNS. Except as otherwise expressly
provided herein, the rights of the Holders hereunder
may not be assigned without the consent of the
Company. In the event of any permitted transfer
pursuant to SECTION 3.1 above, any reference in this
Agreement to a Holder shall be deemed a reference to
such transferee, and any reference to the "Holders"
shall be deemed to include such transferee. The terms
and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective
successors and permitted assigns of the parties.
Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the
parties hereto or their respective permitted
successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of
this Agreement.
3.3 GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the
state of California
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3.4 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.
3.5 NOTICES. Any notice required or permitted under this
Agreement shall be in writing and shall be delivered
in person or mailed by certified or registered mail,
return receipt requested, directed to (i) the Company
at the address set forth below its signature hereof
or (ii) to a Holder at the address therefor as set
forth in the Company's records or, in any such case,
at such other address or addresses as shall have been
furnished in writing by such party to the others. The
giving of any notice required hereunder may be waived
in writing by the parties hereto. Every notice or
other communication hereunder shall be deemed to have
been duly given or served on the date on which
personally delivered, or on the date actually
received, if sent by mail or telex, with receipt
acknowledged.
3.6 AMENDMENTS AND WAIVERS. Any provision of this
Agreement may be amended and the observance of any
provision of this Agreement may be waived (either
generally or in a particular instance and either
retroactively or prospectively), only with the
written consent of the Company and the Holders of at
least a majority of the Registrable Securities then
issued and outstanding. Any amendment or waiver
effected in accordance with this Section 3.6 shall be
binding upon each Holder of any securities subject to
this Agreement at the time outstanding (including
securities into which such securities are
convertible), each future Holder and all such
securities, and the Company.
3.7 FURTHER ASSURANCES. Each Holder and the Company shall
use all reasonable efforts to take, or cause to be
taken, all appropriate action, do or cause to be done
all things reasonably necessary, proper or advisable
under applicable law, and execute and deliver such
documents and other papers, as may be required to
carry out the provisions of this Agreement and the
other documents contemplated hereby and consummate
and make effective the transactions contemplated
hereby.
3.8 SEVERABILITY. If one or more provisions of this
Agreement are held to be unenforceable under
applicable law, such provisions shall be excluded
from this Agreement and the balance of this Agreement
shall be interpreted as if such provisions were so
excluded and shall be enforceable in accordance with
its terms.
3.9 ENTIRE AGREEMENT. All prior agreements of the parties
concerning the subject matter of this Agreement are
expressly superseded by this Agreement. This
Agreement contains the entire Agreement of the
parties concerning the subject matter hereof. Any
oral representations or modifications of this
Agreement shall be of no effect.
[SIGNATURE PAGE FOLLOWS]
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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.
IRONCLAD PERFORMANCE WEAR CORPORATION
By:
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Name: XXXXXX XXXXXX
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Title: CHIEF EXECUTIVE OFFICER
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[HOLDERS' SIGNATURE PAGES FOLLOW]
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HOLDERS' SIGNATURE PAGE TO
REGISTRATION RIGHTS AGREEMENT
IF AN INDIVIDUAL:
(Signature)
(Type or print name as it should appear on certificate)
IF A CORPORATION, GENERAL/LIMITED PARTNERSHIP, LLC, TRUST OR OTHER ENTITY:
(Type or print name as it should appear on certificate)
By:
-----------------------------------------------
Name
Title:
ADDRESS: ---------------------------
TELEPHONE: ( )
---------------------
FACSIMILE: ( )
---------------------
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EXHIBIT A
EUTA COMMON STOCKHOLDERS
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