EXHIBIT 4.2
Execution Copy
REGISTRATION AGREEMENT
THIS REGISTRATION AGREEMENT (this "Agreement") is made and entered into
as of September 30, 2003 by and among NDCHealth Corporation, a Delaware
corporation (the "Company"), MRY Partners, L.P., a limited partnership formed
under the laws of the state of Georgia ("MRY"), and Xxxxxx X. Xxxxxxxxxx, an
individual resident of the state of Georgia and general partner of MRY
("Xxxxxxxxxx").
R E C I T A L S
WHEREAS, MRY holds shares of the Company's common stock acquired upon
exercise of options issued by the Company to Xxxxxxxxxx and sold by Xxxxxxxxxx
to MRY; and
WHEREAS, MRY holds options to purchase an additional 705,200 shares of
the Company's common stock, which options were issued by the Company to
Xxxxxxxxxx and transferred by Xxxxxxxxxx to MRY; and
WHEREAS, Xxxxxxxxxx has requested and the Company has agreed to file a
registration statement on Form S-3 to cover the sale of the Shares and the
Option Shares (as defined herein) and Xxxxxxxxxx and MRY have agreed with the
Company with respect to certain matters in connection therewith, all as provided
in this Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. DEFINITIONS
As used in this Agreement, the following terms have the respective
meanings set forth below:
Commission: shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act;
Exchange Act: shall mean the Securities Exchange Act of 1934, as
amended;
Option Shares: shall mean those shares of the Company's common stock
that may be issued upon exercise of all of the options to purchase shares of the
Company's common stock granted to Xxxxxxxxxx, transferred by him to MRY and
owned by MRY on the date of this Agreement (705,200 shares as of the date of
this Agreement);
Person: shall mean an individual, partnership, limited liability
company, joint stock company, corporation, trust or unincorporated organization,
or a government or agency or political subdivision thereof;
Execution Copy
Register, registered and registration: shall mean a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act (and any post-effective amendments filed or required to be filed)
and the declaration or ordering of effectiveness of such registration statement;
Registrable Securities: shall mean (A) the Shares and the Option
Shares, and (B) any securities of the Company issued as a dividend or other
distribution with respect to, or in exchange for or in replacement of, the
shares of Company common stock referred to in clause (A); provided, that
Registrable Securities shall not include (i) any Shares, Option Shares or other
securities referred to in clause (B) sold pursuant to an effective registration
statement relating thereto or Rule 144 (as defined below), (ii) any Shares,
Option Shares or other securities referred to in clause (B) eligible for sale
pursuant to subparagraph (k) under Rule 144 (or any successor provision thereto)
under the Securities Act ("Rule 144"), or (iii) such securities as are acquired
by the Company or any of its subsidiaries;
Registration Expenses: shall mean all expenses incurred by the Company
in compliance with Section 2(a), (b) and (c) hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company; and blue sky fees and expenses;
Security, Securities: shall have the meaning set forth in Section
2(a)(1) of the Securities Act;
Securities Act: shall mean the Securities Act of 1933, as amended;
Selling Expenses: shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities and all fees and
disbursements of counsel for MRY; and
Shares: shall mean the 491,618 shares of the Company's common stock
held by MRY and acquired upon exercise of options issued by the Company to
Xxxxxxxxxx on June 1, 1993 and June 1, 1994 and transferred by him to MRY.
2. REGISTRATION
(a) Shelf Registration.
(i) Within twenty-five (25) days after the date of this
Agreement, the Company shall file a "shelf" registration statement pursuant to
Rule 415 under the Securities Act (including any documents incorporated or
deemed to be incorporated by reference therein, the "Shelf Registration") with
respect to the Registrable Securities, with a base prospectus containing a plan
of distribution in substantially the form attached hereto as Exhibit A. The
Company shall, subject to Section 2(f) hereof, use its reasonable efforts to
cause the Shelf Registration to become
2
Execution Copy
effective, and, subject to the terms of this Agreement, shall use its reasonable
efforts to keep the Shelf Registration continuously effective from the date such
Shelf Registration is effective until the earlier of (A) September 30, 2006 and
(B) the date on which all Registrable Securities may first be sold pursuant to
Rule 144(k) under the Securities Act in order to permit the prospectus forming a
part thereof to be usable by MRY during such period. Notwithstanding the
foregoing, the obligations of the Company hereunder shall be suspended at all
times during which the Company is not eligible to effect and maintain the Shelf
Registration on Form S-3 (or any successor form thereto). The Company will
supplement the Shelf Registration as provided in Section 2(a)(ii) and Section
2(c)(iv), but nothing in this Agreement shall otherwise obligate the Company to
amend the Shelf Registration after it becomes effective.
(ii) Subject to Section 2(f) hereof, the Company shall amend or
supplement the Shelf Registration as promptly as practicable, (A) as required by
the registration form utilized by the Company or by the instructions applicable
to such registration form or by the Securities Act or the rules and regulations
promulgated thereunder and (B) to include in such Shelf Registration any
additional securities that become Registrable Securities by operation of the
definition thereof.
(b) Expenses of Registration. All Registration Expenses incurred in
connection with the Shelf Registration and any supplements thereto, whether or
not it becomes effective, and whether all, none or some of the Registrable
Securities are sold pursuant to the Shelf Registration shall be borne by the
Company, and all Selling Expenses shall be borne by MRY.
(c) Registration Procedures. In connection with the Shelf
Registration the Company will keep MRY advised in writing as to the initiation
and effective date thereof. At its expense, the Company will:
(i) furnish to MRY, before filing with the Commission, copies
of the Shelf Registration, any registration statement (excluding all exhibits)
that materially amends or supplements the Shelf Registration and any prospectus
forming a part thereof and any amendments and supplements thereto (excluding all
documents incorporated or deemed incorporated by reference therein and including
each preliminary prospectus, any summary prospectus or any term sheet (as such
term is used in Rule 434 under the Securities Act)) and any other prospectus
that materially amends or supplements the Shelf Registration filed under Rule
424 under the Securities Act, which documents will be subject to the review of
MRY for a period of at least five business days, and the Company shall not file
any such registration statement or such prospectus or any amendment or
supplement to such registration statement or prospectus to which MRY shall
reasonably object within five business days after its receipt thereof, and MRY
shall be deemed to have reasonably objected to such filing only if the
registration statement, amendment, prospectus or supplement, as applicable, as
proposed to be filed, contains a material misstatement or omission;
3
Execution Copy
(ii) furnish to MRY such number of conformed copies of the
Shelf Registration, the applicable registration statement that materially amends
or supplements the Shelf Registration and of each amendment and supplement
thereto (in each case excluding all exhibits) and such number of copies of the
prospectus forming a part of the Shelf Registration or such registration
statement (including each preliminary prospectus, any summary prospectus or any
term sheet (as such term is used in Rule 434 under the Securities Act)) and any
other prospectus that materially amends or supplements the Shelf Registration
whether or not filed under Rule 424 under the Securities Act, in conformity with
the requirements of the Securities Act, and such other documents, including such
documents incorporated or deemed to be incorporated by reference prior to the
effectiveness of such registration, all as MRY from time to time may reasonably
request;
(iii) use its reasonable efforts (x) to register or qualify all
Registrable Securities under such other securities or blue sky laws of such
States of the United States of America where an exemption is not available and
as MRY shall reasonably request, (y) to keep such registration or qualification
in effect for so long as the Shelf Registration remains in effect, and (z) to
take any other action which may be reasonably necessary or advisable to enable
MRY to consummate the disposition in such jurisdictions of the securities to be
sold by it, except that the Company shall not for any such purpose be required
to qualify generally to do business as a foreign corporation in any jurisdiction
where it is not so qualified, or to subject itself to taxation in any such
jurisdiction, or 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 applicable rules or regulations thereunder;
(iv) subject to Section 2(f) hereof, promptly notify MRY (A)
upon discovery that, or upon the happening of any event or the existence of any
condition or fact as a result of which, the prospectus forming a part of the
Shelf Registration, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; (B) of the issuance by the Commission of
any stop order suspending the effectiveness of the Shelf Registration or the
initiation of proceedings for that purpose; (C) of any request by the Commission
for (1) amendments to the Shelf Registration or any document incorporated or
deemed to be incorporated by reference in the Shelf Registration, (2)
supplements to the prospectus forming a part of the Shelf Registration or (3)
additional information; or (D) of the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction
or the initiation of any proceeding for such purpose, and at the request of MRY
promptly prepare and furnish to it a reasonable number of copies of a supplement
to or an amendment of the Shelf Registration or such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such securities,
such prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to
4
Execution Copy
make the statements therein, in the light of the circumstances under which they
were made, not misleading;
(v) use its reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of the Shelf Registration, or the lifting of
any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction;
(vi) if requested by MRY, promptly incorporate in the Shelf
Registration or prospectus, pursuant to an amendment or supplement, such
information relating to MRY or its affiliates as MRY may reasonably request to
have included therein, and make all required filings of any such prospectus
supplement as soon as practicable after the Company is notified of the matters
to be incorporated in such prospectus supplement;
(vii) provide promptly to MRY upon request any document filed
by the Company with the Commission pursuant to the requirements of Section 13
and Section 15 of the Exchange Act;
(viii) use its reasonable best efforts to cause all Registrable
Securities included in any registration pursuant hereto to be listed on each
securities exchange on which securities of the same class are then listed, or,
if not then listed on any securities exchange, to be eligible for trading in any
over-the-counter market or trading system in which securities of the same class
are then traded; and
(ix) furnish to MRY, addressed to MRY and Xxxxxxxxxx, an
opinion of counsel for the Company, dated the date of effectiveness of the Shelf
Registration, in customary form, to the effect that the registration statement
has become effective under the Securities Act and that the registration
statement and the prospectus (other than the financial statements and the notes
thereto and the related schedules and other financial and statistical data
included or incorporated by reference therein or omitted therefrom, as to all of
which such counsel shall express no opinion), as of their respective effective
or issue dates, complied as to form in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of the
Commission thereunder.
(d) Indemnification.
(i) The Company will indemnify and hold harmless each of MRY,
each of its partners, including Xxxxxxxxxx, and each person controlling MRY
within the meaning of the Securities Act or the Exchange Act, with respect to
the Shelf Registration, 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 or incorporated by
reference in any registration statement or prospectus relating thereto
(including any preliminary prospectus), or any amendment or supplement thereto,
or based on any omission (or alleged omission) to state therein a
5
Execution Copy
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each of MRY, each of its partners,
including Xxxxxxxxxx, and each such person controlling MRY, as incurred, 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 based upon written information furnished to the
Company by MRY or Xxxxxxxxxx and stated to be specifically for use therein.
(ii) MRY and Xxxxxxxxxx, jointly and severally, will indemnify
and hold harmless the Company, each of its directors and officers and each
person who controls the Company within the meaning of the Securities Act or the
Exchange Act, with respect to the Shelf Registration, 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 or incorporated by reference in any registration statement or
prospectus relating thereto (including any preliminary prospectus), or any
amendment or supplement thereto, or based on any omission (or alleged omission)
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse the Company and
such directors, officers, partners, members, persons or control persons, as
incurred, for any legal and 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 or prospectus in reliance upon and in
conformity with written information furnished to the Company by MRY or
Xxxxxxxxxx and stated to be specifically for use therein, including, but not
limited to, the information included in the Questionnaire for Selling
Stockholders attached hereto as Exhibit B.
(iii) Each party entitled to indemnification under this Section
2(d)(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 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 or delayed) and the Indemnified Party may participate
in such defense at such party's expense (unless the Indemnified Party shall have
concluded, based on the advice of counsel, that there may be a conflict of
interest between the Indemnifying Party and the Indemnified Party in such
action, in which case the fees and expenses of one such counsel for all
Indemnified Parties shall be 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 Section 2(d) unless the Indemnifying Party is materially prejudiced
thereby. Neither the omission to deliver such notice nor any provision of this
Section 2(d) will relieve the Indemnifying Party of any liability that
6
Execution Copy
it may have to the Indemnified Party otherwise than under this Section 2(d) or
affect any rights that the Indemnifying Party may have with respect to the
Indemnified Party otherwise than under this Section 2(d). No Indemnifying Party,
in the defense of any such claim or litigation shall, except with the consent of
each Indemnified Party (which consent shall not be unreasonably withheld or
delayed), 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 the defense of such claim and litigation resulting therefrom.
(iv) If the indemnification provided for in this Section 2(d)
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 (or alleged 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.
(v) The foregoing indemnity agreement of the Company, MRY and
Xxxxxxxxxx is subject to the condition that, insofar as they relate to any loss,
claim, liability or damage made in a preliminary prospectus but eliminated or
remedied in (A) the amended prospectus on file with the Commission at the time
the registration statement in question becomes effective or (B) a prospectus
subsequently filed with the Commission pursuant to Commission Rule 424(b) (in
either case, the "Final Prospectus"), such indemnity or contribution agreement
shall not inure to the benefit of MRY or Xxxxxxxxxx if a copy of the Final
Prospectus was furnished to MRY and was not furnished to the person asserting
the loss, liability, claim or damage at or prior to the time such action is
required by the Securities Act.
(e) Information by MRY. MRY and Xxxxxxxxxx shall promptly furnish
to the Company such information regarding MRY and the distribution proposed by
MRY as the Company may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification or compliance
referred to in this Section 2, and shall promptly notify the Company of any
change in such information previously provided.
7
Execution Copy
(f) Notice of Proposed Sales; Holdback Agreement; Postponement/
Suspension. Notwithstanding any other provision in this Agreement and as a
condition to the Company's maintaining the effectiveness of the Shelf
Registration as provided in this Agreement, at least five (5) business days
prior to selling any of the Registrable Securities pursuant to the Shelf
Registration, MRY shall notify the Company in writing pursuant to Section
4(a)(i)(A) hereof of its expectation to sell Registrable Securities pursuant to
the Shelf Registration in the ninety (90) day period following such notice.
Notwithstanding the provisions of Section 2 hereof, upon the occurrence or
existence of any pending material corporate development or any other material
event that, in the sole judgment of the Company, makes it appropriate to suspend
the registration rights set forth herein, the Company may, by written notice to
MRY, given as provided in Section 4(a), (1) postpone the filing of the Shelf
Registration pursuant to Section 2(a) or (2) suspend the rights of MRY to make
sales pursuant to the Shelf Registration for such a period of time as management
of the Company may determine in good faith, provided that such periods of
postponement and suspension may not exceed sixty (60) days in the aggregate
during any period of 12 consecutive months. MRY and Xxxxxxxxxx agree, in
consideration for the Company's filing of the Shelf Registration, to maintain
any communication by the Company with respect to the postponement or suspension
of the Shelf Registration pursuant to this Section 2(f) in confidence such that
the Company may rely on the safe harbor provisions of Rule 100(b)(2)(ii) of
Regulation FD with respect to such communications.
(g) Sales and Transfer of Shares Sold. MRY and Xxxxxxxxxx agree
that MRY will dispose of Registrable Securities, the sale of which is covered by
the Shelf Registration, only in a manner described under the heading "PLAN OF
DISTRIBUTION" attached hereto as Exhibit A, and otherwise in accordance with all
applicable securities laws, including prospectus delivery requirements; provided
that MRY may sell Registrable Securities under Rule 144 if available. MRY and
Xxxxxxxxxx represent that they have no current plans to effect the sale of any
Registrable Securities pursuant to the Shelf Registration through short sales of
the Company's securities or sales to cover short sales. Upon the sale of any
Registrable Securities, MRY and Xxxxxxxxxx agree to deliver, or cause to be
delivered to the Company's transfer agent the certificate representing the
Registrable Securities sold, together with a stock power and a representation
letter from MRY's broker, or from MRY if it is selling in a privately negotiated
transaction, each in the respective forms described in the memorandum to MRY and
Xxxxxxxxxx attached hereto as Exhibit C.
(h) Compliance with Rule 144. The Company will use its commercially
reasonable efforts to file with the Commission such information as is required
under the Exchange Act and the Company shall use its commercially reasonable
efforts to take all action as may be required of the Company as a condition to
the availability of Rule 144, including for transfers by MRY of all or any
portion of the Shares or the Option Shares. The Company shall use its
commercially reasonable efforts to facilitate and expedite transfers of the
Shares or the Option Shares pursuant to Rule 144, which efforts shall include
timely notice to its transfer agent to process such transfers promptly.
8
Execution Copy
3. INTERPRETATION OF THIS AGREEMENT
(a) Directly or Indirectly. Where any provision in this Agreement
refers to action to be taken by any Person, or which such Person is prohibited
from taking, such provision shall be applicable whether such action is taken
directly or indirectly by such Person.
(b) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia.
(c) Section Headings. The headings of the sections and subsections
of this Agreement are inserted for convenience only and shall not be deemed to
constitute a part thereof.
4. MISCELLANEOUS
(a) Notices.
(i) All communications under this Agreement shall be in writing
and shall be delivered by facsimile or by hand or sent by overnight courier or
overnight US mail:
(A) if to the Company, to:
NDCHealth Corporation
XXX Xxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxx
Chairman, President and Chief Executive Officer
Facsimile: (000) 000-0000
and
NDCHealth Corporation
XXX Xxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxxx X. Xxxxxxxxx
Vice President, General Counsel and Secretary
Facsimile: (000) 000-0000
or at such other addresses and facsimile numbers as it may have furnished in
writing to MRY and Xxxxxxxxxx;
(B) if to MRY, to the street addresses and facsimile numbers
set forth on Exhibit D or at the most recent facsimile number or numbers and
street
9
Execution Copy
address or addresses as may be furnished to the Company from time to time in
writing by MRY. MRY agrees to notify the Company of any change in such facsimile
number or numbers and street address or addresses;
(C) if to Xxxxxxxxxx, to the street addresses and facsimile
numbers set forth on Exhibit D or at the most recent facsimile number or numbers
and street address or addresses and as may be furnished to the Company from time
to time in writing by Xxxxxxxxxx.
(ii) Any notice so addressed shall be deemed to be given: if
delivered by facsimile, on the date delivery of such facsimile is confirmed; if
delivered by hand, on the date of such delivery; and if sent by overnight
courier, on the following business day.
(b) Reproduction of Documents. This Agreement and all documents
relating thereto, including, without limitation, any consents, waivers and
modifications which may hereafter be executed may be reproduced by any party
hereto by any photographic, photostatic, microfilm, microcard, miniature
photographic or other similar process and such party may destroy any original
document so reproduced. The parties hereto agree and stipulate that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by such party in the
regular course of business) and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
(c) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties; provided, however, that neither MRY or Xxxxxxxxxx may assign this
Agreement (and the benefits thereof) without the prior written consent of the
Company, which consent, in the case of a transfer to an entity controlled by
Xxxxxxxxxx or primarily for the benefit of Xxxxxxxxxx, his spouse or lineal
descendants, shall not be unreasonably withheld; provided, further, however,
that, to the extent MRY sells or otherwise transfers any of the Registrable
Securities to Xxxxxxxxxx, upon prior written notice to the Company, MRY may
assign this Agreement (and the benefits thereof) with respect to any such
Registrable Securities to Xxxxxxxxxx without the prior consent of the Company.
(d) Entire Agreement; Amendment and Waiver. This Agreement
constitutes the entire understanding of the parties hereto and supersedes all
prior understanding among such parties. This Agreement may be amended, and the
observance of any term of this Agreement may be waived, with (and only with) the
written consent of the Company, MRY and Xxxxxxxxxx.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
10
Execution Copy
(f) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended and understood that all of the rights and
privileges of each of MRY shall be enforceable to the fullest extent permitted
by law.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
11
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth above.
NDCHealth Corporation
By: /s/ Xxxxxxxx X. Xxxxxxxxx
---------------------------------------
Xxxxxxxx X. Xxxxxxxxx, Vice President
General Counsel & Secretary
MRY Partners, L.P.
By: /s/ Xxxxxx X. Xxxxxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxxxxx, General Partner
/s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxxxx
