EXHIBIT 4
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REGISTRATION RIGHTS AGREEMENT
among
SCIENT, INC.
and
CERTAIN OTHER STOCKHOLDERS OF THE COMPANY NAMED HEREIN
Dated as of November 7, 2001
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TABLE OF CONTENTS
Page
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1. Registrations Upon Request............................................1
1.1 Requests.....................................................1
1.2 Registration Statement Form..................................2
1.3 Expenses.....................................................2
1.4 Priority in Requested Registrations..........................2
1.5 No Company Initiated Registration............................3
2. Incidental Registrations..............................................3
3. Registration Procedures...............................................4
4. Underwritten Offerings................................................7
4.1 Underwriting Agreement.......................................7
4.2 Selection of Underwriters....................................7
5. Holdback Agreements...................................................8
6. Preparation; Reasonable Investigation.................................8
7. No Grant of Future Registration Rights................................9
8. Indemnification.......................................................9
8.1 Indemnification by the Company...............................9
8.2 Indemnification by the Sellers...............................9
8.3 Notices of Claims, etc......................................10
8.4 Other Indemnification.......................................11
8.5 Indemnification Payments....................................11
8.6 Other Remedies..............................................11
9. Definitions..........................................................11
10. Miscellaneous........................................................13
10.1 Rule 144 etc................................................13
10.2 Successors, Assigns and Transferees.........................13
10.3 Other Stockholders..........................................13
10.4 Stock Splits, etc...........................................13
10.5 Amendment and Modification..................................13
10.6 Invalidity of Provision.....................................14
10.7 Notices.....................................................14
10.8 Headings; Execution in Counterparts.........................14
10.9 Injunctive Relief...........................................14
10.10 Governing Law; Arbitration..................................15
10.11 Entire Agreement............................................15
11. Term.................................................................16
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REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of November 7, 2001, among
Scient, Inc., a Delaware corporation (the "Company"), those Persons listed on
Exhibit A attached hereto under the heading "Stockholders" (each a
"Stockholder" and, collectively, the "Stockholders"). Capitalized terms used
herein without definition are defined in Section 9.
1. Registrations Upon Request
1.1 Requests
Stockholders and their transferees who become parties hereto may
request the registration of Registrable Securities as provided below (such
Persons being hereinafter referred to as "Requesting Stockholders"):
(a) Requesting Stockholders holding at least ten percent (10%) of the
Registrable Securities held by the Stockholders and their transferees who
become parties hereto shall have the right in the aggregate to make up to four
requests that the Company effect the registration under the Securities Act of
any of the Registrable Securities of the Stockholders, each such request to
specify the intended method or methods of disposition thereof. Upon any such
request, the Company will use its best efforts to effect the prompt
registration under the Securities Act of the Registrable Securities which the
Company has been so requested to register by the Requesting Stockholders. A
request made by the Requesting Stockholders shall not be counted for purposes
of the request limitation set forth above (1) if the Requesting Stockholders
determine in their good faith judgment to withdraw the proposed registration of
any Registrable Securities requested to be registered pursuant to this Section
1.1 due to marketing or regulatory reasons, (2) the registration statement
relating to any such request is not declared effective within 120 days of the
date such registration statement is first filed with the Commission, (3) if,
within 180 days after the registration statement relating to any such request
has become effective, such registration statement is interfered with by any
stop order, injunction or other order or requirement of the Commission or other
governmental agency or court for any reason and the Company fails to have such
stop order, injunction or other order or requirement removed, withdrawn or
resolved to the Requesting Stockholders' reasonable satisfaction within 30
days, (4) in the case of any underwritten registration, the conditions to
closing specified in the purchase agreement or underwriting agreement entered
into in connection with the registration relating to any such request are not
satisfied (other than as a result of a default or breach thereunder by any
Stockholder), or (5) if more than ten percent (10%) of the Registrable
Securities requested by the Requesting Stockholders to be included in the
registration are not so included pursuant to Section 1.4.
(b) In addition to the foregoing registration rights, if the Company
is at any time eligible to register Registrable Securities on Form S-3 (or any
successor form thereto) promulgated pursuant to the Securities Act, then
Requesting Stockholders shall be entitled to request that the Company register
Registrable Securities on their behalf on such form, at any time and from time
to time, subject to any limitations set forth below, so long as such Requesting
Stockholders request the registration of Registrable Securities which have an
anticipated aggregate offering price of at least $5,000,000. Upon any such
request, the Company will use its best efforts to effect the prompt
registration on said Form S-3 (or such successor form thereto) of the
Registrable Securities which the Company has been so requested to register by
the Requesting Stockholders.
1
Upon any request made in accordance with the above-described
provisions, the Company will promptly, but in any event within 15 days, give
written notice of such request to all holders of Registrable Securities and
thereupon the Company will, subject to Section 1.5, use its best efforts to
effect the prompt registration under the Securities Act of:
(i) the Registrable Securities which the Company has been so
requested to register by the Requesting Stockholders, and
(ii) all other Registrable Securities which the Company has been
requested to register by Stockholders by written request
given to the Company within 20 days after the giving of such
written notice by the Company (such Stockholders shall
constitute "Requesting Stockholders"),
all to the extent required to permit the disposition of the Registrable
Securities so to be registered in accordance with the intended method or
methods of disposition of each seller of such Registrable Securities.
Notwithstanding the foregoing, but subject to the rights of holders of
Registrable Securities under Section 2, if the Company shall at any time
furnish to each seller of Registrable Securities a certificate signed by the
President or Chief Executive Officer of the Company stating that the Company
has pending or in process a material transaction (including a financing
transaction), the disclosure of which would, in the good faith judgment of the
Board, materially and adversely affect the Company, the Company may defer the
filing (but not the preparation) of a registration statement to be filed
pursuant to Section 1.1 for up to 90 days. Thereafter, the Company may defer
the filing of such registration statement for up to an additional 90 days
provided, however, that the Company must have obtained the consent of the
Majority Requesting Stockholder, which such consent shall not be unreasonably
withheld.
1.2 Registration Statement Form
Each registration requested pursuant to Section 1.1 shall be effected
by the filing of a registration statement on a form agreed to by the Majority
Requesting Stockholder.
1.3 Expenses
The Company will pay all Registration Expenses in connection with any
registrations requested under Section 1.1; provided that (a) any seller
thereunder shall pay all Registration Expenses to the extent required to be
paid by such seller under applicable law and (b) underwriting discounts and
commissions related to a registration requested under Section 1.1 shall be paid
pro rata by the sellers of Registrable Securities in such registration, based
on the number of shares of Registrable Securities being sold.
1.4 Priority in Requested Registrations
If a registration pursuant to this Section 1 involves an underwritten
offering, and the managing underwriter (or, in the case of an offering which is
not underwritten, an investment banker) shall advise the Company in writing
that, in its opinion, the number of securities requested and otherwise proposed
to be included in such registration exceeds the number which can be sold in
such offering, the Company will include in such registration to the extent of
the number which the Company is so advised can be sold in such offering, first,
the Registrable Securities of the Stockholders requested to be included in such
registration, pro rata, among all such holders, on the basis of the number of
Registrable Securities held by such holders, and second, the securities, if
any, being sold by the Company. Notwithstanding the foregoing, no
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Stockholder that is an officer or director or an Affiliate thereof will be
entitled to participate in any such registration requested by the Stockholders
to the extent the managing underwriter (or, in the case of an offering that is
not underwritten, an investment banker) shall determine in good faith that the
participation of such Stockholder would adversely affect the marketability of
the securities being sold in such registration.
1.5 No Company Initiated Registration
After receipt of notice of a requested registration pursuant to
Section 1.1, the Company shall not initiate, without the consent of the
Requesting Stockholders, a registration of any of its securities for its own
account (other than a registration on Form S-4 (in connection with a
transaction subject to Rule 145 under the Securities Act) or Form S-8, or any
successor form) until 90 days after such registration has been effected or such
registration has been terminated.
2. Incidental Registrations
If the Company at any time proposes to register any of its equity
securities under the Securities Act (other than pursuant to Section 1 or a
registration on Form S-4 or S-8 or any successor form), and the registration
form to be used may be used for the registration of Registrable Securities, it
will give written notice to all holders of Registrable Securities of its
intention to do so. Upon the written request of any such holder received by the
Company within 30 days after the giving of such notice by the Company (which
request shall specify the number of Registrable Securities intended to be
disposed of by such holder and the intended method or methods of disposition
thereof), the Company will use its best efforts to effect the registration
under the Securities Act of all such Registrable Securities in accordance with
such intended method or methods of disposition, provided that:
(a) if such registration shall be in connection with an initial public
offering by the Company, the Company shall not include any Registrable
Securities in such proposed registration if the Board shall have determined,
after consultation with the managing underwriter for such offering, that it is
not in the best interests of the Company to include any Registrable Securities
in such registration;
(b) if, at any time after giving written notice of its intention to
register any equity securities and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason not to register such equity securities, the
Company may, at its election, give written notice of such determination to each
holder of Registrable Securities and, thereupon, shall not be obligated to
register any Registrable Securities in connection with such registration (but
shall nevertheless pay the Registration Expenses in connection therewith),
without prejudice, however, to the rights of the Stockholders to request that a
registration be effected under Section 1.1; and
(c) if a registration pursuant to this Section 2 involves an
underwritten offering, and the managing underwriter (or, in the case of an
offering that is not underwritten, an investment banker) shall advise the
Company that, in its opinion, the number of securities requested and otherwise
proposed to be included in such registration exceeds the number which can be
sold in such offering, the Company will include in such registration to the
extent of the number which the Company is so advised can be sold in such
offering, first, the securities if any, being sold by the Company, and second,
the Registrable Securities of the Stockholders, pro rata, among all such
holders, on the basis of the number of Registrable Securities held by such
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holders. Notwithstanding the foregoing, no Stockholder that is an officer or
director or an Affiliate thereof will be entitled to participate in any such
registration requested by the Stockholders to the extent the managing
underwriter (or, in the case of an offering that is not underwritten, an
investment banker) shall determine in good faith that the participation of such
Stockholder would adversely affect the marketability of the securities being
sold in such registration.
(d) The Company will pay all Registration Expenses in connection with
each registration of Registrable Securities requested pursuant to this Section
2, provided that (a) each seller of Registrable Securities shall pay all
Registration Expenses to the extent required to be paid by such seller under
applicable law and (b) that underwriting commissions shall be paid pro rata by
the sellers in such registration, based on the number of shares of Registrable
Securities being sold. No registration effected under this Section 2 shall
relieve the Company from its obligation to effect registrations under Section
1.
3. Registration Procedures
If and whenever the Company is required to use its best efforts to
effect the registration of any Registrable Securities under the Securities Act
as provided in Sections 1 and 2, the Company will promptly:
(a) for registrations to be effected pursuant to Section 1.1, prepare
and, within 60 days thereafter file with the Commission, a registration
statement with respect to such Registrable Securities, make all required
filings of the Company with the NASD and use best efforts to cause such
registration statement to become effective as soon as practicable;
(b) prepare and promptly file with the Commission such amendments and
post-effective amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for so long as is required to comply with the
provisions of the Securities Act and to complete the disposition of all
securities covered by such registration statement in accordance with the
intended method or methods of disposition thereof, but in no event for a period
of more than six months after such registration statement becomes effective;
(c) furnish to counsel selected by the Majority Requesting Stockholder
and to each seller of Registrable Securities copies of all documents filed with
the Commission in connection with such registration, which documents will be
subject to the review of such counsel and each seller and the Company take such
actions necessary to correct any such filing if any such seller shall have
reasonably objected in writing within two days of receipt of such registration
statement, prospectus, amendment or supplement on the grounds that such
amendment or supplement does not comply (explaining why) in all material
respects with the requirements of the Securities Act or of the rules or
regulations thereunder;
(d) furnish to each seller of Registrable Securities, without charge,
such number of conformed copies of such registration statement and of each such
amendment and supplement thereto (in each case including all exhibits and
documents filed therewith) and such number of copies of the prospectus included
in such registration statement (including each preliminary prospectus and any
summary prospectus) and any other prospectus filed under Rule 424 under the
Securities Act, in conformity with the requirements of the Securities Act, and
such other documents, as such seller may reasonably request in order to
facilitate the disposition of the
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Registrable Securities owned by such seller in accordance with the intended
method or methods of disposition thereof;
(e) use its best efforts to register or qualify such Registrable
Securities covered by such registration statement under the securities or blue
sky laws of such jurisdictions as each seller shall reasonably request, and do
any and all other acts and things which may be necessary or advisable to enable
such seller to consummate the disposition of such Registrable Securities in
such jurisdictions in accordance with the intended method or methods of
disposition thereof, provided that the Company shall not for any such purpose
be required to qualify generally to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified, subject itself to taxation in any
jurisdiction wherein it is not so subject, or take any action which would
subject it to general service of process in any jurisdiction wherein it is not
so subject;
(f) use its best efforts to cause all Registrable Securities covered
by such registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable the seller or sellers thereof
to consummate the disposition of such Registrable Securities in accordance with
the intended method or methods of disposition thereof;
(g) furnish to each seller of Registrable Securities a signed
counterpart, addressed to the sellers, of (i) an opinion of counsel for the
Company experienced in securities law matters, dated the effective date of the
registration statement (and, if such registration includes an underwritten
public offering, the date of the closing under the underwriting agreement), and
(ii) a "comfort" letter (unless the registration is pursuant to Section 2 and
such a letter is not otherwise being furnished to the Company), dated the
effective date of such registration statement (and if such registration
includes an underwritten public offering, dated the date of the closing under
the underwriting agreement), signed by the independent public accountants who
have issued an audit report on the Company's financial statements included in
the registration statement, covering such matters as are customarily covered in
opinions of issuer's counsel and in accountants' letters delivered to the
underwriters in underwritten public offerings of securities and such other
matters as may be reasonably requested by the Majority Requesting Stockholders;
(h) notify each seller of any Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
or existence of any fact, of which the Company has knowledge, as a result of
which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, and, as
promptly as is practicable, prepare and furnish to such seller a reasonable
number of copies of a supplement to or an amendment of such prospectus as may
be necessary so that, as thereafter delivered to the purchasers of such
securities, such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing;
(i) otherwise use its best efforts to comply with all applicable rules
and regulations of the Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement of the Company (in
form complying with the provisions of Rule 158 under the Securities Act)
covering the period of at least 12 months, but not more than 18 months,
beginning with the first month after the effective date of the registration
statement;
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(j) notify each seller of any Registrable Securities covered by such
registration statement (i) when the prospectus or any prospectus supplement or
post-effective amendment has been filed, and, with respect to such registration
statement or any post-effective amendment, when the same has become effective,
(ii) of any request by the Commission for amendments or supplements to such
registration statement or to amend or to supplement such prospectus or for
additional information, (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of such registration statement or the
initiation of any proceedings for that purpose and (iv) of the suspension of
the qualification of such securities for offering or sale in any jurisdiction,
or of the institution of any proceedings for any of such purposes;
(k) use every reasonable effort to obtain the lifting of any stop
order that might be issued suspending the effectiveness of such registration
statement at the earliest possible moment;
(l) use its best efforts (i) (A) to list such Registrable Securities
on any securities exchange on which the equity securities of the Company are
then listed or, if no such equity securities are then listed, on an exchange
selected by the Company, if such listing is then permitted under the rules of
such exchange, or (B) if such listing is not practicable, to secure designation
of such securities as a Nasdaq "national market system security" within the
meaning of Rule 11Aa2-1 under the Exchange Act or, failing that, to secure
Nasdaq authorization for such Registrable Securities, and, without limiting the
foregoing, to arrange for at least two market makers to register as such with
respect to such Registrable Securities with the NASD, and (ii) to provide a
transfer agent and registrar for such Registrable Securities not later than the
effective date of such registration statement;
(m) enter into such agreements and take such other actions as the
sellers of Registrable Securities or the underwriters reasonably request in
order to expedite or facilitate the disposition of such Registrable Securities,
including, without limitation, preparing for, and participating in, such number
of "road shows" and all such other customary selling efforts as the
underwriters reasonably request in order to expedite or facilitate such
disposition; and
(n) use its reasonable best efforts to take all other steps necessary
to effect the registration of such Registrable Securities contemplated hereby.
As a condition to its registration of Registrable Securities
of any prospective seller, the Company may require each seller of any
Registrable Securities as to which any registration is being effected to
furnish to the Company such information regarding such seller, its ownership of
Registrable Securities and the disposition or intended method of disposition of
such Registrable Securities as the Company may from time to time reasonably
request in writing and as shall be required by law in connection therewith.
Each such holder agrees to furnish promptly to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such holder true and accurate.
The Company agrees not to file or make any amendment to any
registration statement with respect to any Registrable Securities, or any
amendment of or supplement to the prospectus used in connection therewith,
which refers to any seller of any Registrable Securities covered thereby by
name, or otherwise identifies such seller as the holder of any Registrable
Securities, without the consent of such seller, such consent not to be
unreasonably withheld, unless such disclosure is required by law.
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By acquisition of Registrable Securities, each holder of such
Registrable Securities shall be deemed to have agreed that upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 3(h), such holder will promptly discontinue such holder's disposition
of Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(h). If so directed
by the Company, each holder of Registrable Securities will deliver to the
Company (at the Company's expense) all copies, other than permanent file
copies, in such holder's possession of the prospectus covering such Registrable
Securities at the time of receipt of such notice. In the event that the Company
shall give any such notice, the period mentioned in Section 3(b) shall be
extended by the number of days during the period from and including the date of
the giving of such notice to and including the date when each seller of any
Registrable Securities covered by such registration statement shall have
received the copies of the supplemented or amended prospectus contemplated by
Section 3(h).
4. Underwritten Offerings
4.1 Underwriting Agreement
If requested by the underwriters for any underwritten offering by
holders of Registrable Securities pursuant to a registration requested under
Section 1 or Section 2, the Company shall enter into an underwriting agreement
with the underwriters for such offering, such agreement to be reasonably
satisfactory in substance and form to the Majority Requesting Stockholder, in
the case of a registration requested pursuant to Section 1.1, and also to the
underwriters, and to contain such representations and warranties by the Company
and such other terms and provisions as are customarily contained in agreements
of this type, including, without limitation, indemnities to the effect and to
the extent provided in Section 8. The holders of Registrable Securities to be
distributed by such underwriters shall be parties to such underwriting
agreement and may, at their option, require that any or all of the
representations and warranties by, and the agreements on the part of, the
Company to and for the benefit of such underwriters be made to and for the
benefit of such holders of Registrable Securities and that any or all of the
conditions precedent to the obligations of such underwriters under such
underwriting agreement shall also be conditions precedent to the obligations of
such holders of Registrable Securities. No underwriting agreement (or other
agreement in connection with such offering) shall require any holder of
Registrable Securities to (a) make any representations or warranties to or
agreements with the Company or the underwriters other than representations,
warranties or agreements regarding such holder, the ownership of such holder's
Registrable Securities and such holder's intended method or methods of
disposition and any other representation (x) required by law or (y) regarding
information which can only be obtained from such holder and is reasonably
required by the managing underwriter, or (b) to furnish any indemnity to any
Person which is broader than the indemnity furnished by such holder in Section
8.2.
4.2 Selection of Underwriters
If the Company at any time proposes to register any of its securities
under the Securities Act for sale for its own account pursuant to an
underwritten offering, the Company will have the right to select the managing
underwriter (which shall be of nationally recognized standing) to administer
the offering, provided that whenever a registration requested pursuant to
Section 1.1 is for an underwritten offering, the Majority Requesting
Stockholder will have the
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right to select the managing underwriter (which shall be of nationally
recognized standing) to administer the offering.
5. Holdback Agreements
(a) In connection with any registered public offering by the Company
of any of its securities under the Securities Act (excluding offerings on Forms
S-4 or S-8 or any successor form), each holder of Registrable Securities agrees
by acquisition of such Registrable Securities not to, within 10 days prior to
the reasonably anticipated effective date and 90 days (unless advised in
writing by the managing underwriter that a longer period, not to exceed 180
days, is required) after the effective date of such registration statement
relating to such registration, except as part of such registration, directly or
indirectly, (i) offer to sell, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant for the sale of, or otherwise dispose of or transfer
any Registrable Securities or any securities convertible into or exchangeable
or exercisable for Registrable Securities (including, without limitation any
Registrable Securities that such holder has or hereafter acquires the power of
disposition over) or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Registrable Securities, whether any
such swap transaction is to be settled by delivery of the Registrable
Securities or other securities, in cash or otherwise. In addition, each holder
of Registrable Securities agrees to execute and deliver to any managing
underwriter (or, in the case of any offering that is not underwritten, an
investment banker) in connection with a registration of Registrable Securities
under the Securities Act pursuant to Section 1 or 2 any lock-up letter
requested of such holder by such managing underwriter (or investment banker) in
accordance with the first sentence of this Section 5(a).
(b) The Company agrees not to effect any public sale or distribution
of its equity securities or securities convertible into or exchangeable or
exercisable for any of such securities within 10 days prior to and 90 days
(unless advised in writing by the managing underwriter that a longer period,
not to exceed 180 days, is required) after the effective date of any
registration statement effecting a registration of Registrable Securities
requested pursuant to Section 1 hereof (except as part of such registration or
pursuant to a registration on Form S-4 or Form S-8 or any successor form).
6. Preparation; Reasonable Investigation
In connection with the preparation and filing of each registration
statement registering Registrable Securities under the Securities Act, the
Company will give the holders of such Registrable Securities so to be
registered and their underwriters, if any, and their respective counsel and
accountants the opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed with the
Commission, and each amendment thereof or supplement thereto, and will give
each of them such access to the financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries and such
opportunities to discuss the business of the Company with its officers and the
independent public accountants who have issued audit reports on its financial
statements as shall be reasonably requested by such holders in connection with
such registration statement.
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7. No Grant of Future Registration Rights
From and after the date of this Agreement, the Company shall not,
without the prior written consent of the Majority Stockholder, enter into any
agreement with any holder or prospective holder of any securities of the
Company which would grant such holder or prospective holder registration rights
that are senior to those granted to the Stockholders hereunder.
8. Indemnification
8.1 Indemnification by the Company
In the event of any registration of any Registrable Securities
pursuant to this Agreement, the Company will indemnify and hold harmless (a)
the seller of such Registrable Securities, (b) the directors, officers,
partners, employees, agents and Affiliates of such seller, (c) each Person who
participates as an underwriter in the offering or sale of such securities and
(d) each person, if any, who controls (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) any such seller, partner or
underwriter against any and all losses, claims, damages or liabilities (or
actions or proceedings in respect thereof), joint or several, directly or
indirectly based upon or arising out of (i) any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such Registrable Securities were registered under the Securities
Act, any preliminary prospectus, final prospectus or summary prospectus
contained therein or used in connection with the offering of securities covered
thereby, or any amendment or supplement thereto, or (ii) any omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and the Company will
reimburse each such indemnified party for any legal or any other expenses
reasonably incurred by them in connection with investigating, preparing,
pursuing or defending any such loss, claim, damage, liability, action or
proceeding, except insofar as any such loss, claim, damage, liability, action,
proceeding or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by such seller, any such
underwriter or any such controlling person expressly for use in the preparation
thereof. Such indemnity shall remain in full force and effect, regardless of
any investigation made by such indemnified party and shall survive the transfer
of such Registrable Securities by such seller. The indemnity agreement
contained in this Section 8.1 shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability, action or proceeding if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld).
8.2 Indemnification by the Sellers
The Company may require, as a condition to including any Registrable
Securities in any registration statement filed pursuant to Section 1 or 2 that
the Company shall have received an undertaking satisfactory to it from each of
the prospective sellers of such Registrable Securities to indemnify and hold
harmless, severally, not jointly, in the same manner and to the same extent as
set forth in Section 8.1, the Company, its directors and officers, any
underwriter and each person, if any, who controls (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) the
foregoing Persons with respect to any statement in or omission from such
registration statement, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, if such
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statement or omission was made in reliance upon and in conformity with written
information furnished to the Company by such seller expressly for use in the
preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement. Such indemnity shall
remain in full force and effect, regardless of any investigation made by or on
behalf of the Company or any such director, officer, any underwriter or
controlling Person and shall survive the transfer of such Registrable
Securities by such seller. The indemnity agreement contained in this Section
8.2 shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability, action or proceeding if such settlement is effected without
the consent of such seller (which consent shall not be unreasonably withheld).
The Company and the Stockholders hereby acknowledge and agree that for all
purposes of this Agreement the only information furnished or to be furnished to
the Company for use in any such registration statement, preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement are statements
specifically relating to (a) transactions between such holder and its
Affiliates, on the one hand, and the Company, on the other hand, (b) the
beneficial ownership of shares of Common Stock by such holder and its
Affiliates and (c) the name and address of such holder. The indemnity provided
by each seller of Registrable Securities under this Section 8.2 shall be
limited in amount to the net amount of proceeds actually received by such
seller from the sale of Registrable Securities pursuant to such registration
statement.
8.3 Notices of Claims, etc.
Promptly after receipt by an indemnified party of notice of the
commencement of any action or proceeding involving a claim referred to in the
preceding paragraphs of this Section 8, such indemnified party will, if a claim
in respect thereof is to be made against an indemnifying party, give written
notice to the latter of the commencement of such action or proceeding, provided
that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under the preceding
paragraphs of this Section 8, except to the extent that the indemnifying party
is materially prejudiced by such failure to give notice. In case any such
action is brought against an indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and to assume the defense thereof, jointly with
any other indemnifying party similarly notified, to the extent that it may
wish, with counsel reasonably satisfactory to such indemnified party, and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to
such indemnified party for any legal or other expenses subsequently incurred by
the latter in connection with the defense thereof except for the reasonable
fees and expenses of any counsel retained by such indemnified party to monitor
such action or proceeding. Notwithstanding the foregoing, if such indemnified
party and the indemnifying party reasonably determine, based upon advice of
their respective independent counsel, that a conflict of interest may exist
between the indemnified party and the indemnifying party with respect to such
action and that it is advisable for such indemnified party to be represented by
separate counsel, such indemnified party may retain other counsel, reasonably
satisfactory to the indemnifying party, to represent such indemnified party,
and the indemnifying party shall pay all reasonable fees and expenses of such
counsel. No indemnifying party, in the defense of any such claim or litigation,
shall, except with the consent of such indemnified party, which consent shall
not be unreasonably withheld, 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 of such claim or litigation.
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8.4 Other Indemnification
Indemnification similar to that specified in the preceding paragraphs
of this Section 8 (with appropriate modifications) shall be given by the
Company and each seller of Registrable Securities with respect to any required
registration (other than under the Securities Act) or other qualification of
such Registrable Securities under any federal or state law or regulation of any
governmental authority.
8.5 Indemnification Payments
Any indemnification required to be made by an indemnifying party
pursuant to this Section 8 shall be made by periodic payments to the
indemnified party during the course of the action or proceeding, as and when
bills are received by such indemnifying party with respect to an indemnifiable
loss, claim, damage, liability or expense incurred by such indemnified party.
8.6 Other Remedies
If for any reason the foregoing indemnity is unavailable, or is
insufficient to hold harmless an indemnified party, other than by reason of the
exceptions provided therein, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such losses,
claims, damages, liabilities, actions, proceedings or expenses in such
proportion as is appropriate to reflect the relative benefits to and faults of
the indemnifying party on the one hand and the indemnified party on the other
in connection with the offering of Registrable Securities (taking into account
the portion of the proceeds of the offering realized by each such party) and
the statements or omissions or alleged statements or omissions which resulted
in such loss, claim, damage, liability, action, proceeding or expense, as well
as any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue statement of a material
fact or the omission to state a material fact relates to information supplied
by the indemnifying party or by the indemnified party and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statements or omissions. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation. No party shall be liable for contribution under this Section
8.6 except to the extent and under such circumstances as such party would have
been liable to indemnify under this Section 8 if such indemnification were
enforceable under applicable law.
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9. Definitions
For purposes of this Agreement, the following terms shall have the
following respective meanings:
(a) "Affiliate" means a person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, the Person specified.
(b) "Board" means the Board of Directors of the Company.
(c) "Common Stock" means the Company's Common Stock, par value $0.0001
per share.
(d) "Commission" means the Securities and Exchange Commission.
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(e) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations
thereunder which shall be in effect at the time.
(f) "Majority Stockholder" means Stockholder(s) then owning in the
aggregate more than 50% of the Registrable Securities.
(g) "Majority Requesting Stockholder" means Requesting Stockholder(s)
then owning in the aggregate more than 50% of the Registrable Securities to be
included in a proposed or pending offering to be effected pursuant to Section 1
hereof.
(h) "NASD" means National Association of Securities Dealers, Inc.
(i) "Nasdaq" means the Nasdaq National Market.
(j) "Person" means an individual, corporation, partnership, limited
liability company, joint venture, association, trust or other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.
(k) "Registrable Securities" means the shares of Common Stock (or any
successor class of common stock) beneficially owned (within the meaning of Rule
13d-3 of the Exchange Act) by the Stockholders or any other Person made a party
hereto pursuant to Section 10.2 or 10.3. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when (i) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of or exchanged in accordance with such registration statement, (ii)
they shall have been sold to the public pursuant to Rule 144 under the
Securities Act, (iii) they shall have been otherwise transferred and subsequent
disposition of them shall not require registration or qualification of them
under the Securities Act of or any similar state law then in force, or (iv)
they shall have ceased to be outstanding.
(l) "Registration Expenses" means all reasonable expenses incident to
the Company's performance of or compliance with Section 1 and Section 2,
including, without limitation, (i) registration, filing and NASD fees, (ii)
fees and expenses of complying with securities or blue sky laws, (iii) fees and
expenses associated with listing securities on an exchange or Nasdaq, (iv) word
processing, duplicating and printing expenses, (v) messenger and delivery
expenses, (vi) fees and disbursements of counsel for the Company and of its
independent public accountants, including the expenses of any special audits or
"cold comfort" letters, (vii) reasonable fees and disbursements of any one
counsel retained by the sellers of Registrable Securities, which counsel shall
be designated by the Majority Requesting Stockholder, and (viii) any fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities, but excluding underwriting discounts and commissions and transfer
taxes, if any.
(m) "Securities Act" means the Securities Act of 1933, as amended, or
any successor federal statute, and the rules and regulations thereunder which
shall be in effect at the time.
(n) "Stockholders" has the meaning as defined in the Preamble hereof.
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10. Miscellaneous
10.1 Rule 144 etc.
If the Company shall have filed a registration statement pursuant to
the requirements of Section 12 of the Exchange Act or a registration statement
pursuant to the requirements of the Securities Act relating to any class of
equity securities, the Company will file the reports required to be filed by it
under the Securities Act and the Exchange Act and the rules and regulations
adopted by the Commission thereunder, and will take such further action as any
holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144 under the Securities Act, as such rule may
be amended from time to time, or (b) any successor rule or regulation
promulgated hereafter by the Commission. Upon the request of any holder of
Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such requirements.
10.2 Successors, Assigns and Transferees
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns. In
addition, and provided that an express assignment shall have been made pursuant
to which the transferee agrees to be bound by this Agreement as a Stockholder,
a copy of which shall have been delivered to the Company, the provisions of
this Agreement which are for the benefit of a holder of Registrable Securities
shall be for the benefit of and enforceable by any subsequent holder of any
Registrable Securities, and the Company shall amend Exhibit "A" to reflect that
any such subsequent holder has become a Stockholder hereunder.
10.3 Other Stockholders
Upon the execution and delivery of a counterpart signature page hereto
in such form as the Company shall reasonably request, other stockholders of the
Company shall be deemed to be Stockholders for all purposes of this Agreement
and the Company shall amend Exhibit "A" to reflect such additional
Stockholders; provided that no such additional stockholder shall become a
Stockholder hereunder without the prior written consent of the Company and the
Majority Stockholder.
10.4 Stock Splits, etc.
Each holder of Registrable Securities agrees that it will vote to
effect a stock split or combination with respect to any Registrable Securities
in connection with any registration of such Registrable Securities hereunder,
or otherwise, if the managing underwriter shall advise the Company in writing
(or, in connection with an offering that is not underwritten, if an investment
banker shall advise the Company in writing) that in its opinion such a stock
split or combination would facilitate or increase the likelihood of success of
the offering.
10.5 Amendment and Modification
This Agreement may be amended, modified or supplemented by the Company
with the written consent of the Majority Stockholder. Notwithstanding the
foregoing, Exhibit "A" may be amended unilaterally by the Company as provided
in Sections 10.2 and 10.3.
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10.6 Invalidity of Provision
The invalidity or unenforceability of any provision of this Agreement
in any jurisdiction shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of this Agreement, including that provision, in any other
jurisdiction.
10.7 Notices
All notices, requests, demands, letters, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if (a) delivered
personally, (b) mailed, certified or registered mail with postage prepaid, (c)
sent by next-day or overnight mail or delivery or (d) sent by fax as follows:
(i) If to the Company, to it at:
00 Xxxxx Xxxxxx
Xxx Xxxx, XX
Fax: 212/000-0000
Attn: General Counsel
with a copy (which shall not constitute notice) to:
Xxxxxxxxx Xxxxxxx, LLP
0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Fax: 678/000-0000
Attn: Xxxxx X. Xxxxxxxxx
(ii) If to the Stockholders, to the address or facsimile specified
on the signature page executed by each such Stockholder; or
(iii) If to any other holder of Registrable Securities, to the
address or facsimile of such holder as set forth in the books
and records of the Company or to such other Person, address
or facsimile as any party shall specify by notice in writing
to the Company.
All such notices, requests, demands, letters, waivers and other
communications shall be deemed to have been received (w) if by personal
delivery on the day after such delivery, (x) if by certified or registered
mail, on the fifth business day after the mailing thereof, (y) if by next-day
or overnight mail or delivery, on the day delivered or (z) if by fax, on the
next day following the day on which such fax was sent, provided that a copy is
also sent by certified or registered mail.
10.8 Headings; Execution in Counterparts
The headings and captions contained herein are for convenience and
shall not control or affect the meaning or construction of any provision
hereof. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and which together shall constitute one
and the same instrument.
10.9 Injunctive Relief
Each of the parties recognizes and agrees that money damages may be
insufficient and, therefore, in the event of a breach of any provision of this
Agreement the aggrieved party
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may elect to institute and prosecute proceedings in any court of competent
jurisdiction to enforce specific performance or to enjoin the continuing breach
of this Agreement. Such remedies shall, however, be cumulative and not
exclusive, and shall be in addition to any other remedy which such party may
have.
10.10 Governing Law; Arbitration
(a) Any claim, controversy or dispute between the parties, including,
without limitation, any dispute involving any party hereto, or their agents,
employees, officers, directors and affiliated agents ("Dispute"), whether at
law, in equity or otherwise, shall be resolved by arbitration conducted by a
single arbitrator, who shall be engaged in the practice of law. All arbitration
proceedings arising from this Agreement shall be governed by the then current
rules of the American Arbitration Association ("AAA"), subject to the
limitation that the arbitrator shall not have the authority to award punitive
damages. The arbitrators award shall be final and binding and may be entered in
any court having jurisdiction thereof. The prevailing party, as determined by
the arbitrator, shall be entitled to an award of reasonable attorneys fees and
costs. The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not state law, shall
govern the arbitrability of all Disputes. The laws of the State of New York
shall govern the construction and interpretation of this Agreement, subject to
the foregoing provision regarding the Federal Arbitration Act. All arbitration
proceedings related to any Dispute shall occur in the City of New York in the
State of New York. It is expressly agreed that either party may seek injunctive
relief or specific performance of the obligations hereunder to maintain the
status quo during the pendency of any Dispute in an appropriate court of law or
equity pending an award in arbitration.
(b) Subject to the preceding paragraph, and solely for purposes of
injunctive relief or specific performance, the parties irrevocably submit to
the EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE
BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY ACTION ARISING
OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE
AFORESAID COURTS. THE COMPANY AGREES THAT IT WILL NOT COMMENCE ANY SUCH ACTION
IN ANY OTHER JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
ACTION BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH ACTION BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTWITHSTANDING THE
FOREGOING, NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE HOLDER TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.
10.11 Entire Agreement
This Agreement is intended by the parties hereto as a final expression
of their agreement and intended to be a complete and exclusive statement of
their agreement and understanding in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
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11. Term
This Agreement shall be effective as of the date hereof and shall
continue in effect thereafter until the earlier of (a) its termination by the
consent of the parties hereto or their respective successors in interest with
respect to such party; and (b) the date on which no Registrable Securities
remain outstanding.
[Signatures on Following Pages]
-17-
IN WITNESS WHEREOF, this Agreement has been signed and delivered by
each of the parties hereto, effective as of the date first written above.
Address(es): Scient, Inc.
By: /s/ Xxxxxxxx X. Xxxxxx, XX
--------------------------------
Name: Xxxxxxxx X. Xxxxxx, XX
------------------------------
Title: Senior Vice President,
Secretary and General
Counsel
-----------------------------
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Xxxxx Investment Associates V, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 By: Xxxxx Partners V, L.P.
Attention: Xxxxx X. Xxxxxxx, XX
fax: 212/000-0000 By: /s/ Xxxxx X. Xxxxx, Xx.
--------------------------
Name: Xxxxx X. Bynumk, Jr.
--------------------------
Title: General Partner
Xxxxx Equity Partners V, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 By: /s/ Xxxxx X. Xxxxx, Xx.
--------------------------
Attention: Xxxxx X. Xxxxxxx, XX Name: Xxxxx X. Xxxxx, Xx.
--------------------------
fax: 212/000-0000 Title: General Partner
-00-
x/x 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
fax: 212/000-0000 Xxxxxx X. Xxxxxxxxx
c/o 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 /s/ Xxxxx X. Xxxxxxx
-----------------------------------
fax: 212/000-0000 Xxxxx X. Xxxxxxx
c/o 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 /s/ Xxxxxx X. Xxxx, XX
-----------------------------------
fax: 212/000-0000 Xxxxxx X. Xxxx, XX
c/o 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
fax: 212/000-0000 Xxxxxx X. Xxxxxxxx
c/o 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
fax: 212/000-0000 Xxxxxxx X. Xxxxxxxx
c/o 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
fax: 212/000-0000 Xxxxx X. Xxxxxxxxxx
c/o 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 /s/ Xxxxx X. Xxxxx, Xx.
-----------------------------------
fax: 212/000-0000 Xxxxx X. Xxxxx, Xx.
c/o 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 /s/ Xxxxxx X. Xxxxxx
-----------------------------------
fax: 212/000-0000 Xxxxxx X. Xxxxxx
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The Riverstone Group, LLC
000 Xxxx Xxxx Xxxxxx
Xxxxx 0000 By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------
Xxxxxxxx, XX 00000 Name: Xxxxxxx X. Xxxxxxxxx
--------------------------
fax: 804/000-0000 Title: Manager
--------------------------
Sequoia Capital VII
3000 Sand Hill Road Sequoia Technology Partners VII
Xxxxxxxx 0, Xxxxx 000 Sequoia International Partners
Xxxxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxx By: SC VII-A Management, LLC
fax: 650/000-0000 A California Limited Liability
Company, General Partner of Each
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Managing Member
Sequoia 1997, LLC
By: /s/ Xxxxxxx Xxxxx
--------------------------------
SQP 1997
By: /s/ Xxxxxxx Xxxxx
--------------------------------
SEQUOIA CAPITAL FRANCHISE FUND
3000 Sand Hill Road SEQUOIA CAPITAL FRANCHISE PARTNERS
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000 By: SCFF Management, LLC
Attention: Xxxxxxx Xxxxx A Delaware Limited Liability
fax: 650/000-0000 Company
General Partner of Each
By: /s/ Xxxxxxx Xxxxx
------------------------------
Managing Member
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Innovation Investments LLC
Address:
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------- --------------------------------
Name: Xxxx Xxxxxxxxx
-------------------------------------- ------------------------------
Title: President, Chief Executive
-------------------------------------- Officer and Managing Member
-----------------------------
Fax:
----------------------------------
Address: /s/ Xxxx Xxxxxxxxx
-----------------------------------
Xxxx Xxxxxxxxx
--------------------------------------
--------------------------------------
Fax:
----------------------------------
Xxxx Family Trust
Address:
By: /s/ Xxxxxx X. Xxxx
-------------------------------------- --------------------------------
Name: Xxxxxx X. Xxxx
-------------------------------------- ------------------------------
Title:
-------------------------------------- -----------------------------
Fax:
----------------------------------
Xxxx Family Foundation
Address:
By: /s/ Xxxxxx X. Xxxx
-------------------------------------- --------------------------------
Name: Xxxxxx X. Xxxx
-------------------------------------- ------------------------------
Title:
-------------------------------------- -----------------------------
Fax:
----------------------------------
Address: /s/ Xxxxxx X. Xxxx
-----------------------------------
Xxxxxx X. Xxxx
--------------------------------------
--------------------------------------
Fax:
----------------------------------
Address: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxxx, as Joint
-------------------------------------- Tenant with Right of Survivorship
--------------------------------------
Fax:
----------------------------------
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Address: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxxx, as Joint
-------------------------------------- Tenant with Right of Survivorship
--------------------------------------
Fax:
----------------------------------
Address: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxxx
--------------------------------------
--------------------------------------
Fax:
----------------------------------
Address: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
--------------------------------------
--------------------------------------
Fax:
----------------------------------
Address: /s/ Xxxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxxx X. Xxxxx
--------------------------------------
--------------------------------------
Fax:
----------------------------------
Address: /s/ Xxxxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxxxx X. Xxxxx 1997 Family
-------------------------------------- Trust
--------------------------------------
Fax:
----------------------------------
Address: /s/ Xxxxxxx Xxxxx
-----------------------------------
Xxxxxxx Xxxxx
--------------------------------------
--------------------------------------
Fax:
----------------------------------
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Address: /s/ U. Xxxxxxx Xxxxx, Xx.
-----------------------------------
U. Xxxxxxx Xxxxx, Xx.
--------------------------------------
--------------------------------------
Fax:
----------------------------------
Address: /s/ Xxxxxxxxxxx X. Formant
-----------------------------------
Xxxxxxxxxxx X. Formant
--------------------------------------
--------------------------------------
Fax:
----------------------------------
Address: /s/ Xxxxxxxx X. Xxxxxx, XX
-----------------------------------
Xxxxxxxx X. Xxxxxx, XX
--------------------------------------
--------------------------------------
Fax:
----------------------------------
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