Exhibit 10.7
CVC, INC.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made as of
May 10, 1999 by and among CVC, Inc., a Delaware corporation (the "Company"),
Seagate Technology, Inc., a Delaware corporation (the "Series B Purchaser"), the
stockholders of the Company listed on EXHIBIT A attached hereto (the "Existing
Purchasers") those persons listed on EXHIBIT B attached hereto (collectively,
the "Series C Purchasers") and Xxxxxx X. Xxxxxxxx, Xx. (the "Commonwealth
Purchaser"); the Series B Purchaser, the Existing Purchasers, the Series C
Purchasers and the Commonwealth Purchaser being collectively referred to herein
as the "Purchasers" and individually as a "Purchaser."
RECITALS
WHEREAS, the Company, CVC Acquisition Corporation, a Virginia
corporation and wholly owned subsidiary of the Company ("Sub") and Commonwealth
Scientific Corporation, a Virginia corporation ("CSC") are entering into an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 1,
1999, providing for the merger of Sub with and into CSC;
WHEREAS, pursuant to the Merger Agreement, the Commonwealth Purchaser
is receiving from the Company shares of its common stock, $.01 par value per
share (the "Common Stock") in exchange for all the shares of common stock of CSC
and rights to acquire such shares held by the Commonwealth Purchaser;
WHEREAS, the Company, the Existing Purchasers, the Series B Purchaser
and the Series C Purchasers entered into that certain Amended and Restated
Registration Rights Agreement, dated as of December 10, 1998 (the " Amended and
Restated Registration Rights Agreement"); and
WHEREAS, the obligations of the Company and the Commonwealth Purchaser
under the Merger Agreement are conditioned, among other things, upon the
execution and delivery of this Agreement, which amends and restates the Amended
and Restated Registration Rights Agreement, by the Company, the Series B
Purchaser, the Series C Purchasers, the Existing Purchasers and the Commonwealth
Purchaser;
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth below, the Company and the Purchasers agree as follows:
1. CERTAIN DEFINITIONS.
As used in this Agreement, the following terms shall have the following
respective meanings:
"COMMISSION" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.
"COMMON STOCK" shall mean the Common Stock of the Company, par
value $.01 per share.
"CONVERSION STOCK" means the Common Stock issued or issuable
pursuant to conversion of the Preferred Stock and the Warrant Shares.
"HOLDERS" shall mean (i) the Purchasers for so long as
Purchasers hold Registrable Securities, and (ii) any person holding Registrable
Securities under this Agreement to whom the rights of the Purchased Securities
have been transferred in accordance with Section 5.10.
"INITIATING HOLDERS" shall mean any Series B Holders who own
in the aggregate not less than 40% of the Registrable Securities held by all
Series B Holders.
"LARGE HOLDERS" shall mean the Series C Purchasers, the Series
B Purchaser, Nikko Tecno Co., Inc., Xxxx X. Xxxxxxx and Xxxxxxxxx X. Xxxxxxx,
and their permitted assignees under Section 7.7.
"NON SERIES B PURCHASERS" shall mean Holders who are not
Series B Holders.
"NON SERIES C PURCHASERS" shall mean Holders who are not
Series C Holders.
"PREFERRED STOCK" shall mean the Series A Preferred Stock, the
Series B Preferred Stock, the Series C Preferred Stock and Series D Preferred
Stock.
"REGISTRABLE SECURITIES" means outstanding Common Stock, the
Conversion Stock and any shares of Common Stock, (i) acquired by any Holder by
any means, (ii) issued or issuable in respect of shares of Common Stock acquired
by any Holder upon any stock split, stock dividend, recapitalization, or similar
event or (iii) upon exercise of the Warrant; provided, however, that Registrable
Securities shall not include shares of Common Stock that have previously been
sold to or through a broker or dealer or underwriter in a public distribution or
a public securities transaction.
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 declaration or ordering of the
effectiveness of such registration statement.
"REGISTRATION EXPENSES" shall mean all expenses, except as
otherwise stated below, incurred by the Company in complying with Sections 5.1,
5.2 and 5.3 hereof, including, without limitation, all registration,
qualification and filing fees, printing expenses, escrow fees, fees and
disbursements of counsel for the Company, blue sky fees and expenses, the
expense of any special audits incident to or required by any such registration
(but excluding the compensation of regular employees of the Company which shall
be paid in any event by the Company) and, in the case of the Series B Holders
and the Series C Holders, the fees and disbursements of counsel for the Series B
Holders and the Series C Holders, respectively.
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"RESTRICTED SECURITIES" shall mean the securities of the
Company required to bear the legend set forth in Section 3 hereof.
"SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"SELLING EXPENSES" shall mean all underwriting discounts,
selling commissions and stock transfer taxes applicable to the securities
registered by the Holders and, except as set forth under "Registration
Expenses," all fees and disbursements of counsel for any Holder.
"SERIES A PREFERRED STOCK" shall mean the 8% Non-Cumulative
Convertible Preferred Stock, $.0l par value per share, of the Company.
"SERIES B HOLDERS" shall mean (i) the Series B Purchaser for
so long as the Series B Purchaser holds Registrable Securities, and (ii) any
person holding Registrable Securities to whom the rights under this Agreement
have been transferred from the Series B Purchaser or a transferee of the Series
B Purchaser in accordance with Section 5.10.
"SERIES B PREFERRED STOCK" shall mean the Series B
Non-Cumulative Convertible Preferred Stock, $.01 par value per share of the
Company issued pursuant to the Securities Purchase Agreement.
"SERIES C HOLDERS" shall mean (i) the Series C Purchasers for
so long as the Series C Purchasers hold (i) Registrable Securities or (ii)
Series D Preferred Stock and (ii) any person holding Registrable Securities to
whom the rights under this Agreement have been transferred from a Series C
Purchaser or a transferee of a Series C Purchaser in accordance with Section
5.10.
"SERIES C PREFERRED STOCK" shall mean the Series C Senior
Convertible Redeemable Preferred Stock, $.01 par value per share, of the
Company.
"SERIES D PREFERRED STOCK" shall mean the Series D Redeemable
Preferred Stock, $.0l par value per share of the Company.
"STOCKHOLDERS AGREEMENT" shall mean the Amended and Restated
Stockholders Agreement, dated as of the date hereof, by and among the Company,
the Series C Purchasers, the Series B Purchaser, the Existing Purchasers and the
Commonwealth Purchaser, as it may be amended from time to time.
"WARRANT" shall mean the warrant to purchase 200,000 shares of
Common Stock issued by the Company to the Series C Purchasers pursuant to the
Stock Purchase Agreement (the "Purchase Agreement"), dated as of December 10,
1998, between CVC, Inc. and entities affiliated with Advent International
Corporation.
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"WARRANT SHARES" shall mean the number of shares of Common
Stock issuable upon exercise of the Warrant purchased pursuant to Section 1.2 of
the Purchase Agreement.
RESTRICTIONS ON TRANSFERABILITY. The shares of Preferred Stock
and Common Stock (i) acquired by any Holder and (ii) issued or issuable in
respect of shares of Preferred Stock or Common Stock acquired by any Holder upon
any stock split, stock dividend, recapitalization, merger, consolidation or
similar event, shall not be sold, assigned, transferred or pledged except upon
the conditions specified in this Agreement, which conditions are intended to
ensure compliance with the provisions of the Securities Act. Each Holder will
cause any proposed purchaser, assignee, transferee, or pledgee of any such
shares held by such Holder to agree to take and hold such securities subject to
the provisions and upon the conditions specified in this Agreement.
2. RESTRICTIVE LEGEND. Each certificate representing shares of
Preferred Stock and Common Stock (i) acquired by any Holder and (ii) issued or
issuable in respect of shares of Preferred Stock or Common Stock acquired by any
Holder upon any stock split, stock dividend, recapitalization, merger,
consolidation or similar event, shall (unless otherwise permitted by the
provisions of Section 4 below) be stamped or otherwise imprinted with a legend
in substantially the following form (in addition to any legend required under
applicable state securities laws):
The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"), and have been
acquired for investment and not with a view to, or in connection with,
the sale or distribution thereof. Such shares may not be sold, offered
for sale, pledged or hypothecated in the absence of such registration
unless (a) the Corporation receives an opinion of counsel reasonably
satisfactory to it stating that such sale or transfer is exempt from
the registration and prospectus delivery requirements of the Act, (b)
it is established to the satisfaction of the Corporation that such sale
or transfer is in a transaction which is exempt under, or otherwise in
compliance with, such laws or (c) the Corporation receives a "no
action" letter or similar declaration from the securities and exchange
commission to the effect that such sale or transfer without
registration will not result in a recommendation by said commission
that action be taken with respect thereto. Copies of the agreements
covering the purchase of these shares and restricting the sale,
assignment, transfer, or other disposition of, or the voting of, the
shares represented by this certificate may be obtained at no cost by
written request made by the holder of record of this certificate to the
Secretary of the Corporation at the principal executive offices of the
Corporation.
The Corporation is authorized to issue more than one class of stock.
Shareholders may obtain, upon written request and without charge, a
statement of the rights, preferences, privileges, and restrictions
granted to or imposed upon each class or series of shares authorized to
be issued and upon the holders thereof from the principal office of the
Corporation.
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Each Holder consents to the Company making a notation on its records
and giving instructions to any transfer agent of the Preferred Stock, the
Warrant Shares or the Common Stock in order to implement the restrictions on
transfer established in this Agreement.
3. NOTICE OF PROPOSED TRANSFERS. The Holder of each certificate representing
Restricted Securities by acceptance thereof agrees to comply in all material
respects with the provisions of this Section 4. Prior to any proposed sale,
assignment, transfer or pledge of any Restricted Securities (other than a
transfer not involving a change in beneficial ownership), unless there is in
effect a registration statement under the Securities Act covering the proposed
transfer, the holder thereof shall give written notice to the Company of such
holder's intention to effect such transfer, sale, assignment or pledge. Each
such notice shall describe the manner and circumstances of the proposed
transfer, sale, assignment or pledge in sufficient detail, and shall be
accompanied, at such holder's expense, by either (i) a written opinion of legal
counsel reasonably satisfactory to the Company addressed to the Company, to the
effect that the proposed sale or transfer of the Restricted Securities may be
effected without registration under the Securities Act, (ii) documentation which
establishes to the satisfaction of the Company that the proposed sale or
transfer is in a transaction which is exempt under, or otherwise in compliance
with, such laws, or (iii) a "no action" letter or similar declaration from the
Commission to the effect that the transfer of such securities without
registration will not result in a recommendation by the staff of the Commission
that action be taken with respect thereto, whereupon the holder of such
Restricted Securities shall, subject to compliance with the Stockholders
Agreement, be entitled to transfer such Restricted Securities in accordance with
the terms of the notice delivered by the holder to the Company. Each certificate
evidencing the Restricted Securities transferred as above provided shall bear
the appropriate restrictive legend set forth in Section 3 above, except that
such certificate shall not bear such restrictive legend if, in the opinion of
counsel for such holder and the Company, such legend is not required in order to
establish compliance with any provision of the Securities Act.
4. REGISTRATION.
4.1 REQUESTED REGISTRATION.
(a) REQUEST FOR REGISTRATION. In case the Company
shall receive from the Initiating Holders or the Series C Holders a written
request that the Company effect any registration, qualification or compliance
with respect to shares of Registrable Securities with an anticipated aggregate
offering price, net of underwriting discounts and commissions, of at least
twenty million dollars ($20,000,000), the Company will:
(i) promptly give written notice of the proposed
registration, qualification or compliance to all other Holders; and
(ii) as soon as practicable, use its best efforts to
effect such registration, qualification or compliance (including, without
limitation, appropriate
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qualification under applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under the Securities
Act and any other governmental requirements or regulations) as may be so
requested and as would permit or facilitate the sale and distribution of all or
such portion of such Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any Series B
Holder or Series C Holder joining in such request as are specified in a written
request received by the Company within twenty (20) days after receipt of such
written notice from the Company.
(b) Notwithstanding the foregoing, the Company shall
not be obligated to take any action pursuant to this Section 5.1:
(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
under the Securities Act;
(ii) At any time prior to the earlier of (A) December
10, 2001 with respect to the Initiating Holders and December 10, 2000 with
respect to the Series C Holders and (B) six (6) months after the date of the
closing of an initial firm commitment underwritten public offering pursuant to
an effective registration statement under the Securities Act covering the offer
and sale of the Company's Common Stock;
(iii) After the Company has effected two (2) such
registrations at the request of the Initiating Holders and one (1) such
registration at the request of the Series C Holders, pursuant to this Section
5.1 (a), and any such registration has been declared or ordered effective,
provided, however, that in the event that a registration statement has been
filed with the Commission pursuant to this Section 5.1 (a) and is subsequently
withdrawn solely at the request of the Initiating Holders or the Series C
Holders (as the case may be) and the request to withdraw the registration
statement is not in any way the result of any action or inaction by the Company
adversely affecting such registration or the result of an adverse change in the
condition, financial or otherwise, or in the earnings, business operations or
prospects of the Company since the date of the written request for registration
by the Initiating Holders or the Series C Holders (as the case may be), then
such registration shall count as one (1) of the two (2) registrations with
respect to the Initiating Holders and one (1) with respect to the Series C
Holders provided for under this clause (iii) unless the Holders participating in
such registration pay all Registration Expenses incurred by the Company in
connection with such withdrawn registration; or
(iv) If the Company shall furnish to the Initiating
Holders and the Series C Holders requesting registration pursuant to Section 5.1
hereof (as the case may be) a certificate signed by the President of the Company
stating that in the good faith judgment of the Board of Directors it would be
seriously detrimental to the Company or its stockholders for a registration
statement to be filed in the near future, then the Company's obligation to use
its best efforts to register, qualify or comply under this Section 5.1 shall be
deferred for a period not to exceed 120 days from the date of receipt
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of written request from the Initiating Holders or the Series C Holders (as the
case may be), provided that the Company may not exercise this deferral right
more than once per twelve (12) month period.
Subject to the foregoing clauses (i) through (iv), the Company shall
file a registration statement covering the Registrable Securities so requested
to be registered as soon as practicable after receipt of the request or requests
of the Initiating Holders or the Series C Holders (as the case may be).
(c) PIGGYBACK REGISTRATION RIGHTS. In the event the Company
shall receive from the Initiating Holders or the Series C Holders (as the case
may be) a written request to effect any registration, qualification or
compliance with respect to shares pursuant to Section 5.1, the Company will (i)
promptly give written notice thereof to all other Holders; and (ii) subject to
Section 5.1 (d) below, include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within twenty (20) days after receipt of such written notice
from the Company, by any other Holder. The Company shall not be required to
register pursuant to this Section 5.1 the shares of another Holder then eligible
for sale pursuant to Rule 144 under the Securities Act (or similar successor
provision) ("Rule 144") without limitation as to volume.
(d) UNDERWRITING. In the event of a registration pursuant to
Section 5.1, the Company shall advise the Holders as part of the notice given
pursuant to Sections 5.1(a)(i) and 5. l(c)(i) that the right of any Holder to
registration pursuant to Section 5.1 shall be conditioned upon such Holder's
participation in the underwriting arrangements required by this Section 5.1, and
the inclusion of such Holder's Registrable Securities in the underwriting to the
extent requested shall be limited to the extent provided herein.
The Company shall (together with all Holders proposing to distribute
their securities through such underwriting) enter into an underwriting agreement
in customary form with the managing underwriter selected for such underwriting
by either the Initiating Holders or the Series C Holders (as the case may be),
but subject to the Company's reasonable approval. Notwithstanding any other
provision of this Section 5.1, if the managing underwriter advises the Holders
that marketing factors require a limitation of the number of shares to be
underwritten, then the Company shall so advise all Holders of Registrable
Securities and, in such case, the number of shares of Registrable Securities
that may be included in the registration and underwriting shall be allocated
first among all Series B Holders and the Series C Holders. To the extent the
managing underwriter has advised the Initiating Holders and the Series C Holders
that marketing factors require a limitation of the number of shares to be
underwritten to less than all of the shares that the Series B Holders and the
Series C Holders (as the case may
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be) have requested registration under Section 5.1 (a), (i) none of the shares of
Registrable Securities held by the Non Series B Purchasers or Non Series C
Holders (as the case may be) will be included in such Registration pursuant to
Section 5.1 (c) and (ii) the shares of Registrable Securities of the Series B
Holders or the Series C Holders (as the case may be) that may be included in the
registration and underwriting shall be allocated among the Series B Holders or
the Series C Holders (as the case may be) as nearly as practicable, to the
respective amounts of Registrable Securities held by such Series B Holders or
the Series C Holders (as the case may be) at the time of filing the Registration
Statement. To the extent that the managing underwriter advises the Initiating
Holders or the Series C Holders (as the case may be) that marketing factors
allow the Non Series B Purchasers or Non Series C Purchasers (as the case may
be) to participate in the registration and the underwriting and that marketing
factors require a limitation of the number of shares to be underwritten, then
the Company shall so advise all Non Series B Purchasers or Non Series C
Purchasers (as the case may be), and, in such case, the number of shares of
Registrable Securities of the Non Series B Purchasers or Non Series C Purchasers
(as the case may be) that may be included in the registration and underwriting
shall (x) be limited to that number of shares which can be included in the
registration and underwriting after all the shares of Series B Holders or Non
Series C Purchasers (as the case may be) are included and (y) to the extent
permitted by clause (x) of this sentence, be allocated among all Non Series B
Purchasers or Non Series C Purchasers (as the case may be) as nearly as
practicable, to the respective amounts of Registrable Securities held by such
Non Series B Purchasers or Non Series C Purchasers (as the case may be) at the
time of filing the registration statement. Neither the Company, the Non Series B
Purchasers or Non Series C Purchasers (as the case may be) nor any other holders
of registration rights may participate in the proposed offering if any Series B
Holders or the Series C Holders (as the case may be) have been cut back pursuant
to this Section 5.1(d). No Registrable Securities excluded from the underwriting
by reason of the underwriter's marketing limitation shall be included in such
registration. To facilitate the allocation of shares in accordance with the
above provisions, the Company or the underwriters may round the number of shares
allocated to any Holder to the nearest 100 shares.
If any Holder of Registrable Securities disapproves of the terms of the
underwriting, such person may elect to withdraw therefrom by written notice to
the Company, the managing underwriter and the Initiating Holder or the Series C
Purchasers (as the case may be). The Registrable Securities and/or other
securities so withdrawn shall also be withdrawn from registration, and such
Registrable Securities shall continue to be subject to the terms of this
Agreement, including the restrictions set forth in Section 6, after the
effective date of such registration, or such other shorter period of time as the
underwriters may require.
4.2 COMPANY REGISTRATION.
(a) NOTICE OF REGISTRATION. If at any time or from
time to time the Company shall determine to register any of its equity
securities, either for its own account or the account of a security holder or
holders, other than (i) a registration relating solely to employee benefit
plans, (ii) a registration relating solely to a Rule 145 transaction, (iii) a
registration in which the only equity security being registered is capital stock
issuable upon conversion of convertible (or exchange of exchangeable) debt
securities which are also being registered or (iv) a registration pursuant to
Section 5.1 or Section 5.3 hereof, the Company will:
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(i) promptly give to each Holder written notice
thereof,
and
(ii) subject to Section 5.2(b) below, include in such
registration (and any related qualification under blue sky laws, or other
compliance), and in any underwriting involved therein, all the Registrable
Securities specified in a written request or requests, made within 10 days after
receipt of such written notice from the Company, by any Holder.
(b) UNDERWRITING. If the registration of which the
Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise the Holders as a part of the written
notice given pursuant to Section 5.2(a)(i). In such event, the right of any
Holder to registration pursuant to Section 5.2 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of Registrable
Securities in the underwriting shall be limited to the extent provided herein.
All Holders proposing to distribute their securities through such
underwriting shall (together with the Company and the other holders distributing
their securities through such underwriting) enter into an underwriting agreement
in customary form with the managing underwriter selected for such underwriting
by the Company. Notwithstanding any other provision of this Section 5.2, if the
managing underwriter determines that marketing factors require a limitation of
the number of shares to be underwritten, the managing underwriter may exclude
some or all of the Registrable Securities. The Company shall so advise all
Holders and other holders distributing their securities through such
underwriting and the number of shares of Registrable Securities that may be
included in the registration and underwriting shall be allocated among all the
Holders in proportion, as nearly as practicable, to the respective amounts of
Registrable Securities that each such Holder specified in the written requests
made to the Company pursuant to Section 5.2(a)(ii). To facilitate the allocation
of shares in accordance with the above provisions, the Company may round the
number of shares allocated to any Holder or holder to the nearest 100 shares.
The Company shall not be required to register pursuant to this Section 5.2 the
shares of a Holder then eligible for sale pursuant to Rule 144 without
limitation as to volume.
If any of the Holders disapproves of the terms of any such
underwriting, such Holder may elect to withdraw therefrom by written notice to
the Company and the managing underwriter. Any securities excluded or withdrawn
from such underwriting shall be withdrawn from such registration and shall
continue to be subject to the terms of this Agreement including the restrictions
set forth in Section 6.
(c) RIGHT TO TERMINATE REGISTRATION. The Company
shall have the right, without liability therefore, to terminate or withdraw any
registration initiated by it under this Section 5.2 prior to the effectiveness
of such registration whether or not any Holder has elected to include securities
in such registration.
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4.3 REGISTRATION ON FORM S-3.
(a) If any of the Series B Holders or the Series C
Holders request that the Company file a registration statement on Form S-3 (or
any successor form to Form S-3) for a public offering of shares of the
Registrable Securities the reasonably anticipated aggregate price to the public
of which, net of underwriting discounts and commissions would exceed $500,000,
and the Company is a registrant entitled to use Form S-3 to register the
Registrable Securities for such an offering, the Company shall use its best
efforts to cause such Registrable Securities to be registered for the offering
on such form and to cause such Registrable Securities to be qualified in such
jurisdictions as such Holder or Holders may reasonably request; provided,
however, that the Company shall not be required to effect more than one
registration pursuant to this Section 5.3 in any six (6) month period. The
Series C Holders are entitled to one (1) registration on Form S-3 annually one
(1) year after the effective date of the Company's initial public offering. The
Company shall inform other Holders of the proposed registration and offer them
the opportunity to participate. In the event the registration is proposed to be
part of a firm commitment underwritten public offering, the substantive
provisions of Section 5.1 (d) shall be applicable to each such registration
initiated under this Section 5.3. The Non Series B Purchasers or Non Series C
Purchasers (as the case may be) may not include any of their Registrable
Securities in a registration effected pursuant to this Section 5.3. The Series B
Holders are entitled to an aggregate of two (2) registrations on Form S-3. The
Company may include for its own account other shares of Common Stock in any of
the registrations provided for in this Section 5.3, provided that such inclusion
will not interfere with the marketing of the Registrable Securities to be
registered by the Series B Holders or the Series C Holders (as the case may be).
(b) Notwithstanding the foregoing, the Company shall
not be obligated to take any action pursuant to this Section 5.3:
(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
under the Securities Act;
(ii) at any, time prior to the first anniversary of
the closing of an initial firm commitment underwritten public offering pursuant
to an effective registration statement under the Securities Act covering the
offer and sale of the Company's Common Stock;
(iii) during the period starting with the date sixty
(60) days prior to the Company's estimated date of filing of, and ending on the
date six (6) months immediately following, the effective date of any
registration statement pertaining to securities of the Company (other than a
registration of securities in a Rule 145 transaction or with respect to an
employee benefit plan), provided that the Company is actively employing in good
faith all reasonable efforts to cause such registration statement to become
effective; or
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(iv) if the Company shall furnish to the Series C
Holders or Series B Holders requesting registration pursuant to Section 5.3 a
certificate signed by the President of the Company stating that in the good
faith judgment of the Board of Directors it would be seriously detrimental to
the Company or its stockholders for registration statements to be filed in the
near future, then the Company's obligation to use its best efforts to file a
registration statement shall be deferred for a period not to exceed 120 days
from the receipt of the request to file such registration by such Series B
Holder or Series C Holders, provided that the Company may not exercise this
deferral right more than once per twelve month period.
4.4 LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. From and
after the Closing Date, the Company shall not enter into any agreement granting
any holder or prospective holder of any securities of the Company registration
rights with respect to such securities that are PARI PASSU or superior to the
rights granted to the Series B Holders or the Series C Holders hereunder without
the written consent of the Series B Holders or the Series C Purchasers
representing a majority in interest of all the shares of Registrable Securities
held by Series B Holders or the Series C Holders, respectively.
4.5 EXPENSES OF REGISTRATION. Except as provided in Section
5.1 (b)(iii), all Registration Expenses incurred in connection with the
registrations pursuant to Sections 5.1, 5.2 and 5.3 shall be borne by the
Company. All Selling Expenses relating to securities registered on behalf of the
Holders shall be borne by the Holders of such securities pro rata on the basis
of the number of shares so registered by such Holders.
4.6 REGISTRATION PROCEDURES. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Agreement,
the Company will keep each of the Holders advised in writing as to the
initiation of each registration, qualification and compliance and as to the
completion thereof. At its expense the Company will:
(a) prepare and file with the Commission a
registration statement with respect to such securities and use its best efforts
to cause such registration statement to become and remain effective for at least
one hundred twenty (120) days or until the distribution described in the
registration statement has been completed, whichever first occurs;
(b) furnish to the Holders participating in such
registration and to the underwriters of the securities being registered such
reasonable number of copies of the registration statement, preliminary
prospectus, final prospectus and such other documents as such underwriters may
reasonably request in order to facilitate the public offering of such
securities.
4.7 INDEMNIFICATION.
(a) The Company will indemnify each Holder, each of
its officers and directors and partners, and each person controlling such Holder
within the meaning of Section 15 of the Securities Act, with respect to which
registration,
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qualification or compliance has been effected pursuant to this Agreement, and
each underwriter, if any, and each person who controls any underwriter within
the meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages or liabilities (or actions in respect thereof), including any of
the foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement, prospectus, offering
circular or other document, or any amendment or supplement thereto, incident to
any such registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or any violation by
the Company of the Securities Act, the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), state securities law or any rule or regulation
promulgated under such laws applicable to the Company in connection with any
such registration, qualification or compliance, and the Company will reimburse
each such Holder, each of its officers and directors, and each person
controlling such Holder, each such underwriter and each person who controls any
such underwriter, for any legal and any other expenses reasonably incurred, as
such expenses are incurred, in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action, provided that the
Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability or expense arises out of or is based on any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by an
instrument duly executed by such Holder, controlling person or underwriter and
stated to be specifically for use therein.
(b) Each Holder will, if Registrable Securities held
by such Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify severally and not
jointly, the Company, each of its directors and officers, each underwriter, if
any, of the Company's securities covered by such a registration statement, each
person who controls the Company or such underwriter within the meaning of
Section 15 of the Securities Act, and each other such Holder, each of its
officers, directors and partners and each person controlling such Holder within
the meaning of Section 15 of the Securities Act, against all claims, losses,
expenses, damages and liabilities (or actions in respect thereof) including any
of the foregoing incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document, or any amendment or supplement
thereto incident to any such registration, qualification or compliance, or based
on any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or any violation by such Holder of the Securities Act, the Exchange Act, state
securities law or any rule or regulation promulgated under such laws applicable
to such Holder and will reimburse the Company, such Holders, such directors,
officers, persons, underwriters or control persons for any legal or any other
expenses reasonably incurred, as such expenses are incurred, in connection with
investigating, preparing 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
12
and in conformity with written information furnished to the Company by an
instrument duly executed by such Holder and stated to be specifically for use
therein. Notwithstanding the foregoing, the liability of each Holder under this
subsection 5.7(b) shall be limited to an amount equal to the initial public
offering price (net of any underwriting discounts or commissions) of the shares
of Registrable Securities sold by such Holder in such registered offering.
(c) Each party entitled to indemnification under this
Section 5.7 (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 litigation,
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 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.
4.8 INFORMATION BY HOLDERS. The Holder or Holders of
Registrable Securities included in any registration shall furnish to the Company
such information regarding such Holder or Holders, the Registrable Securities
held by them and the distribution proposed by such Holder or Holders as the
Company may request in writing and as shall be required in connection with any
registration, qualification or compliance referred to in this Agreement.
4.9 RULE 144 REPORTING. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Restricted Securities to the public without
registration, after such time as a public market exists for the Common Stock of
the Company, the Company agrees to use all reasonable efforts to:
(a) Make and keep public information available, as
those terms are understood and defined in Rule 144, at all times after the
effective date that the Company becomes subject to the reporting requirements of
the Securities Act or the Exchange Act;
(b) File with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act and
the Securities
13
Exchange Act of 1934 (at any time after it has become subject to such reporting
requirements); and
(c) So long as any of the Holders owns any Restricted
Securities, to furnish to the Holders forthwith upon request a written statement
by the Company as to its compliance with the reporting requirements of Rule 144
(at any time after 90 days after the effective date of the first registration
statement filed by the Company for an offering of its securities to the general
public), and of the Securities Act and the Exchange Act (at any time after it
has become subject to such reporting requirements), a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents
of the Company and other information in the possession of or reasonably
obtainable by the Company as the Holders may reasonably request in availing
itself of any rule or regulation of the Commission allowing the Holders to sell
any such securities without registration.
4.10 TRANSFER OF REGISTRATION RIGHTS.
(a) The rights to cause the Company to register
securities granted to the Series B Purchaser and the Series C Purchasers under
Sections 5.1, 5.2 and 5.3 may be assigned to a transferee or assignee in
connection with any transfer or assignment of Registrable Securities by the
Series B Purchaser or the Series C Purchasers provided that (i) such transfer
may otherwise be effected in accordance with applicable securities laws, (ii)
such transfer is of at least 840,000 shares of Common Stock, whether in the form
of Common Stock or Preferred Stock convertible into Common Stock or a warrant
exercisable for Preferred Stock and convertible into Common Stock (subject to
adjustment for any stock split, stock dividend, recapitalization, substitution
or similar event with respect to such shares), (iii) written notice is promptly
given to the Company, (iv) such transferee agrees to be bound by the provisions
of this Agreement and (v) the Series B Holder or the Series C Holder (as the
case may be) complies with the terms of the Stockholders' Agreement.
Notwithstanding the foregoing, the rights granted to the Series B Purchaser or
the Series C Purchasers (as the case may be) under Sections 5.1, 5.2 and 5.3 of
this Agreement to cause the Company to register securities may be assigned to
any majority-owned subsidiary or controlled affiliate of the Series B Purchaser
or the Series C Purchasers (as the case may be) (but only if and for so long as
such subsidiary or affiliate remains a majority owned subsidiary or controlled
affiliate of the Series B Purchaser or the Series C Purchaser (as the case may
be)) provided written notice thereof is promptly given to the Company and the
transferee agrees to be bound by the provisions of this Agreement.
(b) The rights granted to Holders other than the
Series C Holders or the Series B Holders under Sections 5.1 and 5.2 of this
Agreement to cause the Company to register securities may be assigned or
transferred to a transferee or assignee in connection with any permitted
transfer or assignment of Registrable Securities by such Holders, provided that
(i) such transfer may otherwise be effected in accordance with applicable
securities laws, (ii) such transfer is the lesser of (x) at least 300,000 shares
of Common Stock, whether in the form of Common Stock or Preferred Stock
convertible into Common Stock, (subject to adjustment for any stock split, stock
14
dividend, recapitalization, substitution or similar event with respect to such
shares) or (y) all the shares of Common Stock and Preferred Stock then held by
such Holder, (iii) written notice of the transfer is promptly given to the
Company, (iv) such transferee agrees to be bound by the provisions of this
Agreement and (v) such Holder complies with the requirements of the Stockholders
Agreement.
5. STANDOFF AGREEMENT. In connection with any public offering of the
Company's securities in connection with an effective registration statement
under the Securities Act, each Holder agrees, upon the request of the Company or
the underwriters managing any underwritten offering of the Company's securities,
not to sell, make any short sale of, loan, grant any option for the purchase of,
or otherwise dispose of any securities of the Company (other than those included
in the registration) without the prior written consent of the, Company or such
underwriters, as the case may be, for such period of time (not to exceed one
hundred eighty (180) days after the effective date of such registration),
beginning ten (10) days prior to the effective date of such registration, as may
be requested by the underwriters, provided that the officers and directors of
the Company who own stock of the Company also agree to such restrictions. Each
Holder further agrees that the Company may instruct its transfer agent to place
stop-transfer notations in its records to enforce the provisions of this
Section 6.
6. RIGHT OF FIRST OFFER.
6.1 GRANT. The Company hereby grants to each of the Large
Holders the right of first offer with respect to its Pro Rata Share (as defined
below) of any proposed sale by the Company of New Securities (as defined below);
provided, however, that the Large Holders will not have a right of first offer
with respect to options granted, whether or not exercised, after the date of
this Agreement, to officers, directors, employees and consultants of the Company
if such sale (or grant) is approved by the Company's Board of Directors.
For purposes of this Section, "New Securities" shall mean any equity
securities, including Common Stock and Preferred Stock of the Company, whether
now authorized or not, and rights, options, or warrants to purchase such equity
securities, and securities of any type whatsoever that are, or may become
convertible into, exchangeable or exercisable for equity securities of the
Company; provided, however, that "New Securities" does not include shares of the
Company's Common Stock (A) issued pursuant to conversion or redemption of
Preferred Stock or upon exercise of options or warrants, (B) issued to all
holders of Common Stock as a stock split or stock dividend or (C) issued in
connection with a merger or consolidation of the Company.
6.2 OVER-ALLOTMENT OPTION. In the event that the Large Holders
together do not purchase all of the New Securities pursuant to the rights of
first offer granted in Section 7.1 hereof, then the Large Holders shall also
have the right to purchase up to all of the remaining New Securities (the
"Over-Allotment Option"), in addition to such New Securities as they shall
already have elected to purchase, if they shall have so elected as provided for
in Section 7.4 below. If more than one Holder elects to exercise its
Over-Allotment Option, and the aggregate number of shares of New Securities such
15
Large Holders elect to purchase exceeds the aggregate number of shares of New
Securities then remaining, then the shares of New Securities to be purchased
pursuant to the Over-Allotment Option shall be divided among such Large Holders
according to their respective Pro Rata Share, or on such other basis as such
Large Holders electing their Over-Allotment Options may agree upon amongst
themselves in writing. Notwithstanding the foregoing, no Holder shall be
permitted to exercise its rights under this Section 7.2 to the extent the
purchase of such New Securities will subject the Company or any of its
subsidiaries to any substantial business risk under contracts or programs
restricting foreign ownership or control of the Company or any of its
subsidiaries as determined in good faith by the Board of Directors.
6.3 PRO RATA SHARE. Each Large Holder's "Pro Rata Share," for
purposes of this Article 7, is equal to the fraction obtained by dividing (a)
the sum of the total number of shares of any (i) Common Stock, (ii) Common Stock
issuable upon conversion of any Preferred Stock, and (iii) Common Stock issuable
upon exercise of any options or warrants (including warrants to purchase
Preferred Stock) then held by such Large Holder by (b) the sum of the total
number of shares of (i) Common Stock, (ii) Common Stock issuable upon the
conversion of Preferred Stock and (iii) Common Stock issuable upon any exercise
of any options or warrants (including warrants to purchase Preferred Stock) then
outstanding and held by all of the Large Holders; provided, however, for the
purposes of the second sentence of Section 7.2, clause (b) of this Section 7.3
shall include only those shares held by the Large Holders electing their
Over-Allotment Option.
6.4 NOTICES.
(a) In the event the Company proposes to undertake an
issuance of New Securities, it shall give each Large Holder written notice (the
"Notice") of its intention, describing the type of New Securities, the price and
the principal terms upon which the Company proposes to issue the same, and such
Large Holder's Pro Rata Share of New Securities that such Large Holder is
eligible to purchase pursuant to this Section 7. Each Large Holder shall have
fifteen (15) days from the delivery date of any Notice to agree to purchase any
amount of the New Securities up to such Large Holder's Pro Rata Share of such
New Securities for the price and upon the terms specified in the Notice by
giving written notice (a "Right of First Offer Election Notice") to the Company
and stating therein the amount of New Securities to be purchased; provided,
however, that in the event the Notice provides for payment for such New
Securities other than in cash, each Large Holder shall have the option of paying
for the New Securities by the cash equivalent (discounted on a present value
basis) of the consideration described in the Notice as set forth in the Notice
and as determined in good faith by the Board of Directors.
(b) If the Company shall have received one or more
Right of First Offer Election Notices within fifteen (15) days from the date all
the Large Holders are deemed to have received the Notice, in which any of the
Large Holders have elected not to purchase their Pro Rata Share of the New
Securities, the Company shall immediately give each Large Holder notice (the
"Over-Allotment Notice") indicating the
16
aggregate amount of New Securities as to which the Large Holders shall not have
exercised their respective Rights of First Offer. Each Large Holder shall have
three (3) days from any delivery date of the OverAllotment Notice, to give
notice (the "Over-Allotment Election Notice") to the Company whether it elects
to exercise its Over-Allotment Option granted in Section 7.2 hereof (and, if so,
the maximum number of additional shares of New Securities it elects to purchase
pursuant thereto).
6.5 FAILURE TO EXERCISE RIGHT. In the event the Large Holders
do not exercise the right of first offer as to all of the New Securities that
the Large Holders are eligible to purchase pursuant to this Section 7 within the
later of fifteen (15) days from the delivery date of the Notice or three (3)
days from the delivery date of the Over-Allotment Notice, the Company shall have
ninety (90) days thereafter to enter into an agreement (pursuant to which the
sale of New Securities covered thereby shall be closed, if at all, within 60
days from the date of said agreement) to sell that number of New Securities
respecting which the Large Holder's right of first offer was not exercised, (i)
at or above the price and (ii) upon terms no more favorable taken as a whole to
the terms specified in the Notice given to the Large Holders. In the event the
Company has not sold the New Securities or entered into an agreement to sell the
New Securities within such 90-day period (or sold and issued such New Securities
in accordance with the foregoing within 60 days from the date of said
agreement), the Company shall not thereafter issue or sell any New Securities
without first offering such securities to the Large Holders in the manner
provided above.
6.6 TERMINATION. The right of first offer granted to the Large
Holders under this Section 7 shall expire upon the closing of the initial firm
commitment underwritten public offering pursuant to an effective registration
statement under the Securities Act covering the offer and sale of the Company's
Common Stock, provided that, with respect to a particular Large Holder, the
right of first offer shall expire on the date such Large Holder owns less than
534,000 shares of the Company's Common Stock, including shares of the Company's
capital stock convertible into Common Stock (adjusted for stock splits, stock
dividends and the like).
6.7 ASSIGNMENT. The right of first refusal granted to the
Large Holders under this Section 7 may only be assigned by a Large Holder if the
Large Holder transfers (i) to a transferee more than five percent (5%) of the
Company's Common Stock on a fully diluted as converted basis on the date of
determination or (ii) all of capital stock of Company it owns to any majority
owned subsidiary or controlled affiliate of such Holder (but only for so long as
such subsidiary or affiliate remains a majority owned subsidiary or controlled
affiliate of such Holder).
7. MISCELLANEOUS.
7.1 AMENDMENT. Section 5 (other than Section 5.2) of this
Agreement may be amended or the observance thereof 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
not less than one-half of the Registrable Securities held by the Series B
Holders and the Series C Holders (voting separately) then
17
outstanding. Any other provision of this Agreement may be amended or the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of the
Company, the holders of not less than a majority of the then outstanding
Registrable Securities held by the Series B Holders and the Series C Holders
(voting separately), and the holders of not less than a majority of all other
then outstanding Registrable Securities held by all Holders. Any amendment or
waiver effected in accordance with this Section 8 shall be binding upon each
Holder of Registrable Securities at the time outstanding (including securities
into which such securities are convertible), each future holder of all such
securities, and the Company.
7.2 GOVERNING LAW. This Agreement and the legal relations
between the parties arising hereunder shall be governed by and construed with
the laws of the State of Delaware, without giving effect to the conflicts of
laws provisions thereof.
7.3 ENTIRE AGREEMENT. This Agreement constitutes the full and
entire understanding and agreement between the parties regarding the matters set
forth herein. Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon the successors,
assigns, heirs, executors and administrators of the parties hereto.
7.4 NOTICES, ETC. All notices and other communications
required or permitted hereunder shall be in writing and shall be mailed by
registered or certified mail, postage prepaid, or delivered by hand or by
messenger addressed as follows: (a) if to the Series B Purchaser, at 000 Xxxx
Xxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxx 00000-0000, Attention: Xxxxxxx X. Xxxxx, (b) if
to the Existing Purchasers, at the address of such Existing Purchaser set forth
on EXHIBIT A hereto or such other address as the Existing Purchasers shall have
furnished to the Company in writing in accordance with this Section 8.4 with a
copy addressed to Golenbock, Eiseman, Assor & Xxxx, 000 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxx, Esq., (c) if to the Company,
at its principal office, to the attention of: the President with a copy
addressed to Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx, 00000, Attention: Xxxxxxxxx X. Xxxxxx, Esq., (d) to the Series C
Purchasers at the address set forth on EXHIBIT B attached hereto, with a copy to
Xxxxxxxx, Xxxxxxx & Xxxxxxx, A Professional Corporation, 000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxxxx, Xx., P.C., or (e)
to the Commonwealth Purchaser, at 000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000,
Attention: Xxxxxx X. Xxxxxxxx, Xx..
Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when received.
7.5 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
18
IN WITNESS WHEREOF, this agreement has been duly executed by
the parties hereto as of the date first above written.
THE COMPANY
CVC, INC.
a Delaware Corporation
By:
------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: President
"THE SERIES B PURCHASER"
SEAGATE TECHNOLOGY, INC.
a Delaware Corporation
By:
------------------------------------
Name:
Title:
"THE SERIES C PURCHASERS"
GLOBAL PRIVATE EQUITY III LIMITED PARTNERSHIP
By:Advent International Partnership, G.P.
By:Advent International Corporation, G.P.
By:
------------------------------------
Xxxxxxx X. Xxxxxxxx, Senior V.P.
ADVENT PGGM GLOBAL LIMITED PARTNERSHIP
By:Advent International Partnership, G.P.
By:Advent International Corporation, G.P.
By:
------------------------------------
Xxxxxxx X. Xxxxxxxx, Senior V.P.
ADVENT PARTNERS GPE III LIMITED PARTNERSHIP
By: Advent International
Partnership, G.P.
By: Advent International Corporation,
G.P.
By:
------------------------------------
Xxxxxxx X. Xxxxxxxx, Senior V.P.
ADVENT PARTNERS (NA) GPE III LIMITED PARTNERSHIP
By: Advent International
Partnership, G.P.
By: Advent International Corporation,
G.P.
By:
------------------------------------
Xxxxxxx X. Xxxxxxxx, Senior V.P.
ADVENT PARTNERS LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By:
------------------------------------
Xxxxxxx X. Xxxxxxxx, Senior V.P.
THE EXISTING PURCHASERS:
------------------------------------
Xxxx Xxxxxxx
------------------------------------
Xxxxxxxxx Xxxxxxx
------------------------------------
Xxxxxxx Xxxxxxx
------------------------------------
Xxxx Xxxxxxx
------------------------------------
LIVA & CO.
By:
------------------------------------
Name:
Title:
NIKKO TECNO CO., INC.
By:
------------------------------------
Name:
Title:
------------------------------------
Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
------------------------------------
Xxxxxxxxxxx Xxxx
------------------------------------
Xxxxxx Xxxxxx
------------------------------------
Xxxxxxx Xxxxxxx
------------------------------------
Xxxxxxx Xxxxxxxx, Xx.
------------------------------------
Xxxxx Xxxxx
------------------------------------
Xxxx Xxxxx
------------------------------------
Xxxxxx Xxxx
------------------------------------
Xxxxx Xxxxxx
------------------------------------
Xxxxxx Xxxxx
------------------------------------
Xxxxx Xxxxxx
------------------------------------
Yong Xxx Xxx
------------------------------------
Xxxxxx Xxxx
------------------------------------
Xxxxxxx Xxxxxxx
------------------------------------
Xxxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxx
------------------------------------
Xxxxx Xxxxxxxx
------------------------------------
Xxxx Xxxx
------------------------------------
Xxxxxxxxx X. Xxxxxxx
------------------------------------
Xxx Xxxx
THE COMMONWEALTH PURCHASER
------------------------------------
Xxxxxx X. Xxxxxxxx, Xx.
