EXHIBIT 10.7
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CVC HOLDINGS, INC.
REGISTRATION RIGHTS AGREEMENT
May 22, 1995
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TABLE OF CONTENTS
Page
1. Certain Definitions......................................................1
2. Restrictions on Transferability..........................................3
3. Restrictive Legend.......................................................3
4. Notice of Proposed Transfers.............................................4
5. Registration.............................................................5
5.1 Requested Registration.............................................5
5.2 Company Registration...............................................7
5.3 Registration on Form S-3...........................................9
5.4 Limitations on Subsequent Registration Rights.....................10
5.5 Expenses of Registration..........................................10
5.6 Registration Procedures...........................................10
5.7 Indemnification...................................................11
5.8 Information by Holders............................................12
5.9 Rule 144 Reporting................................................12
5.10 Transfer of Registration Rights...................................13
6. Standoff Agreement......................................................14
7. Right of First Offer....................................................14
7.1 Grant.............................................................14
7.2 Over-Allotment Option.............................................14
7.3 Pro Rata Share....................................................15
7.4 Notices...........................................................15
7.5 Failure to Exercise Right.........................................16
7.6 Termination.......................................................16
7.7 Assignment........................................................16
8. Miscellaneous...........................................................16
8.1 Amendment.........................................................16
8.2 Governing Law.....................................................17
8.3 Entire Agreement..................................................17
8.4 Notices, Etc......................................................17
8.5 Counterparts......................................................18
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CVC HOLDINGS, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made as of May 22,
1995 by and among CVC Holdings, Inc., a Delaware corporation (the "Company"),
Seagate Technology, Inc., a Delaware corporation (the "Series B Purchaser") and
the stockholders of the Company listed on Exhibit A (the "Existing Purchasers")
The Series B Purchaser and the Existing Purchasers being collectively referred
to herein as the "Purchasers" and individually as a "Purchaser".
RECITALS
WHEREAS, the Series B Purchaser and the Company are entering into a
Securities Purchase Agreement (the "Purchase Agreement"), of even date herewith,
pursuant to which the Series B Purchaser is purchasing from the Company shares
of its Series B Preferred Stock and a Warrant exercisable for Series B Preferred
Stock of the Company;
WHEREAS, the Company and the Purchasers are parties to that certain
Amended and Restated Stockholders' Agreement dated as of May 22, 1995 (the
Stockholder's Agreement), pursuant to which agreement prior to such amendment
and restatement the Company had granted certain registration rights to the
Existing Purchasers and which right have been deleted as of the date hereof
pursuant to such amendment and restatement; and
WHEREAS, the obligations of the Company and the Series B Purchaser under
the Purchase Agreement are conditioned, among other things, upon the execution
and delivery of this Agreement by the Company, the Series B Purchaser and the
Existing Purchasers;
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth below, the Company, the Series B Purchaser, and the Existing 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 (including the Preferred Stock
issuable upon exercise of the Warrant).
"Holders" shall mean (i) the Purchasers for so long as Purchasers
hold Registrable Securities, and (ii) any person holding Registrable Securities
to whom the rights of the Purchaser under this Agreement 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 B Purchaser, Nikko Tecno Co.,
Inc., Xxxx X. Xxxxxxx and Xxxxxxxxx X. Xxxxxxx, and their permitted assignees
under Section 7.7.
"Non Series B Holders" shall mean Holders that are not Series B
Holders.
"Preferred Stock" shall mean the Series A Preferred and the Series B
Preferred.
"Registrable Securities" means outstanding Common Stock, the
Conversion Stock and any shares of Common Stock, (i) acquired by any Holder by
any means or (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; 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, the fees and disbursements of
counsel for the Series B Holders.
"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.
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"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" shall mean the 8% Non-Cumulative Convertible
Preferred Stock of the Company.
"Series B Preferred" shall mean the Series B Non-Cumulative
Convertible Preferred Stock of the Company issued pursuant to the Securities
Purchase Agreement.
"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.
"Stockholders Agreement" shall mean the Amended and Restated
Stockholders Agreement dated as of the date hereof among the Company, the Series
B Purchaser and the Existing Purchasers, as it may be amended from time to time.
"Warrant" means the warrant to purchase Series B Preferred issued by
the Company to the Series B Purchaser pursuant to the Purchase Agreement.
2. 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.
3. 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
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DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION UNLESS
(A) THE COMPANY 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 SAID ACT,
(B) IT IS ESTABLISHED TO THE SATISFACTION OF THE COMPANY THAT SUCH
SALE OR TRANSFER IS IN A TRANSACTION WHICH IS EXEMPT UNDER, OR
OTHERWISE IN COMPLIANCE WITH, SUCH LAWS OR (C) THE COMPANY 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 THEIR TRANSFER
MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF
RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE
PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.
Each Holder consents to the Company making a notation on its records
and giving instructions to any transfer agent of the Preferred Stock or the
Common Stock in order to implement the restrictions on transfer established in
this Agreement.
4. Notice of Proposed Transfers. The holder of each certificate
representing Restricted Securities by acceptance thereof agrees to comply in all
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
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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.
5. Registration.
5.1 Requested Registration.
(a) Request for Registration. In case the Company shall
receive from the Initiating 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 four million dollars
($4,000,000), the Company will:
(i) promptly give written notice of the proposed
registration, qualification or compliance to all other Series B Holders; and
(ii) as soon as practicable, use its best efforts
to effect such registration, qualification or compliance (including, without
limitation, appropriate 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 joining in such request as are specified in a
written request received by the Company within 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 (1) the
third anniversary of this Agreement and (2) six 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;
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(iii) After the Company has effected two such
registrations pursuant to this Section 5.1(a), and such registrations have 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 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, then such registration shall count as one of the two
registrations 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 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 of written request
from the Initiating Holders, provided that the Company may not exercise this
deferral right more than once per twelve 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.
(c) Piggyback Registration Rights. In the event the Company
shall receive from the Initiating Holders 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
Non Series B 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 20 days after
receipt of such written notice from the Company, by any Non Series B Holder. The
Company shall not be required to register pursuant to this Section 5.1 the
shares of a Non Series B 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 5.1(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.
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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 the Initiating Holders, but subject to the Company's
reasonable approval. Notwithstanding any other provision of this Section 5.1, if
the managing underwriter advises the Initiating 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. To the extent the managing underwriter has advised the Initiating
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 have
requested registration under Section 5.1(a), (i) none of the shares of
Registrable Securities held by the Non Series B Holders will be included in such
Registration pursuant to Section 5.1(c) and (ii) the shares of Registrable
Securities of the Series B Holders that may be included in the registration and
underwriting shall be allocated among the Series B Holders as nearly as
practicable, to the respective amounts of Registrable Securities held by such
Series B Holders at the time of filing the Registration Statement. To the extent
that the managing underwriter advises the Initiating Holders that marketing
factors allow the Non Series B Holders 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
Holders, and, in such case, the number of shares of Registrable Securities of
the Non Series B Holders 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
are included and (y) to the extent permitted by clause (x) of this sentence, be
allocated among all Non Series B Holders as nearly as practicable, to the
respective amounts of Registrable Securities held by such Non Series B Holders
at the time of filing the registration statement. Neither the Company, the Non
Series B Holders nor any other holders of registration rights may participate in
the proposed offering if any Series B Holders 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. 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.
5.2 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
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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:
(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
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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.
5.3 Registration on Form S-3.
(a) If any of the Series B 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 Company shall inform other Series B 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 Holders 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 aggregated 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.
(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
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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
(iv) if the Company shall furnish to such Series B
Holder or Series B Holders 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 B Holders, provided that the Company may not
exercise this deferral right more than once per twelve month period.
5.4 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 hereunder without the written consent of
the Series B Holders representing a majority in interest of all the shares of
Registrable Securities held by Series B Holders.
5.5 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.
5.6 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.
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5.7 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, 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
-11-
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 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.
5.8 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.
5.9 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 Securities Exchange Act of 1934;
-12-
(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 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 Securities Exchange Act of 1934 (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.
5.10 Transfer of Registration Rights.
(a) The rights to cause the Company to register securities
granted to the Series B Holders 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 Holders provided that (i) such transfer
may otherwise be effected in accordance with applicable securities laws, (ii)
such transfer is of at least 14,000 shares of Common Stock, whether in the form
of Common Stock or Preferred Stock convertible into Common Stock or the 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 complies with the terms of the
Stockholders' Agreement. Notwithstanding the foregoing, the rights granted to
the Series B Purchaser 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 (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) 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 Non Series B Purchasers 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 the Non Series B Purchaser, 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 5,000 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 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
-13-
is promptly given to the Company, (iv) such transferee agrees to be bound by the
provisions of this Agreement and (v) such Non Series B Purchaser complies with
the requirements of the Stockholders Agreement.
6. 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.
7. Right of First Offer.
7.1 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; 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 or Sub 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 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 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.
7.2 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
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
-14-
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.
7.3 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.
7.4 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 full Pro Rata Share of the New
Securities, the Company shall immediately give each Large Holder notice (the
"Over-Allotment Notice") indicating the 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 Over-Allotment
-15-
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).
7.5 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 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.
7.6 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
8,900 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).
7.7 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).
8. Miscellaneous.
8.1 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 then outstanding. Any
provision of Section 7 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
-16-
80% of the Registrable Securities held by the Large Holders then outstanding.
Any of the provisions of this Agreement (other than Sections 5.1, 5.3, 5.4, 5.5,
5.6, 5.7, 5.8 and 5.9 and 7) 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 holders of not less than a majority of the 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.
8.2 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.
8.3 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.
8.4 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, to the attention of: 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 00000-0000, to the attention of Xxxxxx X. Xxxxxx, or (c) if to
the Company, at its principal office, to the attention of: Xxxxxxxxx Xxxxxxx
with a copy addressed to Golenbock, Xxxxxxx Assor & Xxxx, 000 Xxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000-0000, to the attention of Xxxxxx X. Xxxxxx.
Each such notice or other communication shall for all purposes
of this Agreement be treated as effective or having been given when delivered if
delivered personally or, if sent by mail, at the earlier of its receipt or 72
hours after the same has been deposited in a regularly maintained receptacle for
the deposit of the United States mail, addressed and mailed as aforesaid, or if
sent by reputable overnight courier, two days after delivery to such courier.
-17-
REGISTRATION RIGHTS AGREEMENT
8.5 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.
The foregoing agreement is hereby executed as of the date first above
written.
"COMPANY"
CVC HOLDINGS, INC.
a Delaware corporation
By: /s/ Xxxxxxxxx X. Xxxxxxx
---------------------------
Xxxxxxxxx X. Xxxxxxx
President
"THE SERIES B PURCHASER"
SEAGATE TECHNOLOGY, INC.
a Delaware corporation
By:
---------------------------
Name:
-------------------------
Title:
------------------------
"THE EXISTING PURCHASERS"
------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxxxx X. Xxxxxxx
REGISTRATION RIGHTS AGREEMENT
8.5 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.
The foregoing agreement is hereby executed as of the date first above
written.
"COMPANY"
CVC HOLDINGS, INC.
a Delaware corporation
By:
---------------------------
Xxxxxxxxx X. Xxxxxxx
President
"THE SERIES B PURCHASER"
SEAGATE TECHNOLOGY, INC.
a Delaware corporation
By: /s/ [ILLEGIBLE]
---------------------------
Name:
-------------------------
Title:
------------------------
"THE EXISTING PURCHASERS"
------------------------------
Xxxx X. Xxxxxxx
------------------------------
Xxxxxxxxx X. Xxxxxxx
REGISTRATION RIGHTS AGREEMENT
8.5 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.
The foregoing agreement is hereby executed as of the date first above
written.
"COMPANY"
CVC HOLDINGS, INC.
a Delaware corporation
By:
---------------------------
Xxxxxxxxx X. Xxxxxxx
President
"THE SERIES B PURCHASER"
SEAGATE TECHNOLOGY, INC.
a Delaware corporation
By:
---------------------------
Name:
-------------------------
Title:
------------------------
"THE EXISTING PURCHASERS"
/s/ Xxxx X. Xxxxxxx
------------------------------
Xxxx X. Xxxxxxx
------------------------------
Xxxxxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxxxxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxxx Xxxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxxx
------------------------------
Xxxx Xxxx
------------------------------
Yong Xxx Xxx
------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxxxxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxxx Xxxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxxx
------------------------------
Xxxx Xxxx
------------------------------
Yong Xxx Xxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxxxxxxx Xxxx
------------------------------
Xxxxxxxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxxx Xxxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxxx
------------------------------
Xxxx Xxxx
------------------------------
Yong Xxx Xxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxxxxxxxx Xxxx
/s/ Xxxxxx Xxxxxx
------------------------------
Xxxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxxx Xxxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxxx
------------------------------
Xxxx Xxxx
------------------------------
Yong Xxx Xxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxxxxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
/s/ Xxxxxxx Xxxxxxx
------------------------------
Xxxxxxx Xxxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxxx
------------------------------
Xxxx Xxxx
------------------------------
Yong Xxx Xxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxxxxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxxx
------------------------------
Xxxx Xxxx
------------------------------
Yong Xxx Xxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxxxxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxxx Xxxxxxx
------------------------------
Xxxxx Xxxxxx
/s/ Xxxxxx Xxxx
------------------------------
Xxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxxx
------------------------------
Xxxx Xxxx
------------------------------
Yong Xxx Xxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxxxxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxxx Xxxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxx Xxxx
/s/ Xxxxxx Xxxxxxx
------------------------------
Xxxxxx Xxxxxxx
------------------------------
Xxxx Xxxx
------------------------------
Yong Xxx Xxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxxxxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxxx Xxxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxx Xxxx
------------------------------
Xxxx Xxxx
------------------------------
Yong Xxx Xxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
------------------------------
Xxxxxxxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxxx Xxxxxxx
------------------------------
Xxxxx Xxxxxx
------------------------------
Xxxxxx Xxxx
------------------------------
Xxxxxx Xxxxxxx
------------------------------
Xxxx Xxxx
/s/ Yong Xxx Xxx
------------------------------
Yong Xxx Xxx
/s/ Xxxxxxx Xxxxxxxx, Xx.
------------------------------
Xxxxxxx Xxxxxxxx, Xx.
------------------------------
Xxxxxx Xxxxxxx
NIKKO TECNO CO., INC.
a Japanese corporation
By:
---------------------------
Name:
-------------------------
Title:
------------------------
------------------------------
Xxxxxxx Xxxxxxxx, Xx.
/s/ Xxxxxx Xxxxxxx
------------------------------
Xxxxxx Xxxxxxx
NIKKO TECNO CO., INC.
a Japanese corporation
By:
---------------------------
Name:
-------------------------
Title:
------------------------
------------------------------
Xxxxxxx Xxxxxxxx, Xx.
------------------------------
Xxxxxx Xxxxxxx
NIKKO TECNO CO., INC.
a Japanese corporation
By: /s/ Seiya Miyanishi
---------------------------
Name: Seiya Miyanishi
-------------------------
Title: President
------------------------
