REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT, dated as of November 11,
2003 (this "Agreement"), is made by and among FARO Technologies, Inc., a Florida
corporation (the "Company"), with headquarters located at 000 Xxxxxxxxxx Xxxx,
Xxxx Xxxx, Xxxxxxx 00000, and the investors named on the signature pages hereto
(each of whom is hereinafter referred to as an "Initial Investor" and all of
whom collectively are hereinafter referred to as the "Initial Investors").
RECITALS:
A. In connection with the Securities Purchase Agreement, dated
November 11, 2003, by and among the Initial Investors, the Selling Shareholders
(as defined therein) and the Company (the "Purchase Agreement"), the Company and
the Selling Shareholders have agreed, upon the terms and subject to the
conditions of the Purchase Agreement, to sell to the Initial Investors 1,930,000
shares of the Company's common stock, par value $.001 per share (the "Common
Shares").
B. To induce the Initial Investors to execute and deliver the
Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended (the "Securities Act"), and
applicable state securities laws with respect to the Securities.
AGREEMENT:
In consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Initial
Investors hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used and not otherwise defined herein have
the respective meanings given them in the Purchase Agreement. In addition, as
used in this Agreement, the following terms have the following meanings:
1.1. "Investors" means the Initial Investors and any of their
permitted transferees or assignees who receive or acquire Registrable Securities
(as herein defined) and agree to become bound by the provisions of this
Agreement in accordance with Article IX hereof; provided that no such person is
registered as a broker or dealer under Section 15(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or a member of the National
Association of Securities Dealers, Inc.
1.2. The terms "register," "registered," and "registration"
refer to a registration effected by preparing and filing a Registration
Statement or Registration Statements in compliance with the Securities Act and,
in particular, pursuant to Rule 415 under the Securities Act and the declaration
or ordering of effectiveness of such Registration Statement by the United States
Securities and Exchange Commission (the "SEC").
1.3. "Registrable Securities" means the Common Shares sold
pursuant to the Purchase Agreement, any shares of capital stock issued or
issuable from time to time (with any adjustments) in exchange for or otherwise
with respect to the Common Shares; provided that Common
Shares will cease to be Registrable Securities at such time as they have been
sold under a Registration Statement or pursuant to Rule 144 under the Securities
Act or otherwise or at such time as they are eligible to be sold pursuant to
Rule 144(k).
1.4. "Registration Period" means the period between the date of
this Agreement and the earliest of (i) the second anniversary of the date of
this Agreement or (ii) the date on which all of the Registrable Securities have
been sold by the Investors under a Registration Statement or pursuant to Rule
144, or otherwise.
1.5. "Registration Statement" means a Registration Statement of
the Company filed with the SEC under the Securities Act.
1.6. "Rule 415" means Rule 415 under the Securities Act, or any
successor rule providing for offering securities on a continuous basis, and
applicable rules and regulations thereunder.
ARTICLE II
REGISTRATION
2.1. Mandatory Registration. The Company will use its reasonable
best efforts to prepare and file with the SEC within 10 calendar days after the
Closing Date of the purchase of the Common Shares under the Purchase Agreement a
Registration Statement on Form S-3 registering all of the Registrable Securities
for resale in accordance with the intended methods of resale or distribution
described by the Investors in accordance with Section 4.1. If Form S-3 is not
available at that time, then the Company will use its reasonable best efforts to
file within such 15-day period a Registration Statement on such form as is then
available to effect a registration of the Registrable Securities.
2.2. Effectiveness of the Registration Statement. The Company
will use its reasonable best efforts to cause the Registration Statement
contemplated by the previous Section to be declared effective by the SEC as soon
as practicable after filing, and in any event no later than the 90th calendar
day after the Closing Date (the "Required Effective Date"). So long as the
Company filed the Registration Statement within 10 calendar days after the
Closing Date, however, if the Registration Statement receives any SEC review,
then the Required Effective Date will be the 120th calendar day after the
Closing Date. The Company's reasonable best efforts will include, but are not to
be limited to, promptly responding to all comments received from the staff of
the SEC. If the Company receives notification from the SEC that the Registration
Statement will receive no action or review from the SEC, then the Company will
request that the Registration Statement become effective within five business
days after such SEC notification.
2.3. Payments by the Company. If (i) a Registration Statement
covering all the Registrable Securities required to be covered thereby and
required to be filed by the Company pursuant to this Agreement is not declared
effective by the SEC on or before the 30th day after the Required Effective Date
(an "Effectiveness Failure") or (ii) at any time after such Registration
Statement has been declared effective by the SEC, sales thereunder during the
Registration Period cannot be made for any reason, other than during an
Allowable Grace Period, as defined in Section 3.5, (a "Maintenance Failure"),
then, as partial relief for the damages to an Investor by reason of any such
delay in its ability to sell the Registrable Securities, the Company will pay to
each Investor on the fifth Business Day following the last day of each 30-day
period after an Effectiveness Failure (or 30-business day period after a
Maintenance Failure), until such event is cured, an amount, in cash, equal to
the product of (a) the Purchase Price paid for that number of Registrable
Securities included in such Registration Statement as of the end of each
applicable 30-day or 30-business day period multiplied by (b) 0.01, (but in no
event shall payments made pursuant to this Section 2.3 exceed, in the aggregate,
12% of the Purchase Price paid for the Registrable
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Securities for the entire Registration Period). The payments described in this
paragraph will be prorated on a daily basis during the 30-day or 30-business day
period, as applicable, as to which payment is due hereunder. Notwithstanding the
foregoing, the Company's obligation to make any payments to an Investor pursuant
to this paragraph shall be tolled until two business days after the Company's
receipt of information (together with reasonable supporting documentation) with
respect to the number of Registrable Securities held by such Investor at the end
of the applicable 30-day or 30-business day period following an Effectiveness
Failure or Maintenance Failure, as the case may be. If the Company fails to make
any payments pursuant to this Section 2.3 in a timely manner, such payments
shall bear interest at the rate of 1.0% per month, or such lower maximum amount
as is permitted by law (prorated for partial months) until paid in full.
2.4. Eligibility to use Form S-3. The Company represents and
warrants that it currently meets, and will use its reasonable best efforts to
continue to meet, the "registrant eligibility" requirements for a secondary
offering and the requirements to register the resale of the Registrable
Securities, as set forth in the general instructions to Form S-3 to enable the
registration of the Registrable Securities.
ARTICLE III
ADDITIONAL OBLIGATIONS OF THE COMPANY
3.1. Continued Effectiveness of Registration Statement.
Subject to the limitations set forth in Section 3.5, the Company will use its
reasonable best efforts to keep the Registration Statement covering the
Registrable Securities effective under Rule 415 at all times during the
Registration Period.
3.2. Accuracy of Registration Statement. Assuming the
accuracy of information furnished by or on behalf of the Investors, any
Registration Statement (including any amendments or supplements thereto and
prospectuses contained therein) filed by the Company covering Registrable
Securities will not contain any 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, in the light of the circumstances in which they were made,
not misleading. The Company will promptly prepare and file with the SEC such
amendments (including post-effective amendments) and supplements to the
Registration Statement and the prospectus used in connection with the
Registration Statement as may be necessary to permit sales pursuant to the
Registration Statement at all times during the Registration Period (but subject
to Section 3.5) and, during such period, will comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Securities of
the Company covered by the Registration Statement until the termination of the
Registration Period.
3.3. Furnishing Documentation. The Company will furnish to
each Investor whose Registrable Securities are included in a Registration
Statement, and Investors' Counsel (as herein defined), if any, (a) promptly
after each document is filed with the SEC, one copy of any Registration
Statement filed pursuant to this Agreement and any amendments thereto, each
preliminary prospectus (if any) and final prospectus and each amendment or
supplement thereto; and (b) a number of copies of a prospectus, including a
preliminary prospectus (if any), and all amendments and supplements thereto, and
such other document as the Investor may reasonably request to facilitate the
disposition of the Registrable Securities owned by the Investor. The Company
will notify by facsimile each Investor whose Registrable Securities are included
in any Registration Statement of the filing and the effectiveness of the
Registration Statement and any post-effective amendment on the date of filing of
the Registration Statement, effectiveness of the Registration Statement, or any
post-effective amendment, as applicable.
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3.4. Additional Obligations. The Company will use its
reasonable best efforts to (a) register and qualify the Registrable Securities
covered by a Registration Statement under such other securities or blue sky
laws of such U.S. jurisdictions as each Investor who holds Registrable
Securities being offered reasonably requests, (b) prepare and file in those
jurisdictions any amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to
maintain their effectiveness during the Registration Period, (c) take any other
actions necessary to maintain such registrations and qualifications in effect at
all times during the Registration Period, and (d) take any other actions
reasonably necessary or advisable to qualify the Registrable Securities for sale
in such jurisdictions. Notwithstanding the foregoing, the Company is not
required, in connection with such obligations, to (i) qualify to do business in
any jurisdiction where it would not otherwise be required to qualify but for
this Section 3.4, (ii) subject itself to general taxation in any such
jurisdiction, (iii) file a general consent to service of process in any such
jurisdiction, (iv) provide any undertakings that cause material expense or
burden to the Company, or (v) make any change in its charter or bylaws, which in
each case the Company determines to be contrary to the best interests of the
Company and its shareholders.
3.5. Suspension of Resale Rights.
(a) The Company will notify by facsimile each
Investor who holds Registrable Securities being sold pursuant to a
Registration Statement of the happening of any event of which the
Company has knowledge as a result of which the prospectus included in
the Registration Statement as then in effect includes an untrue
statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading
(each an "Event"). The Company will promptly make such notification
after the Company becomes aware of the event (but in no event will the
Company, without the prior consent of such Investor, disclose to any
Investor any of the facts or circumstances regarding the event), will
promptly prepare a supplement or amendment to the Registration
Statement to correct such untrue statement or omission, and will deliver
a number of copies of such supplement or amendment to each Investor as
such Investor may reasonably request. Each Investor will hold in
confidence and will not make any disclosure of any Event and any related
information disclosed by the Company unless (i) the release of such
information is ordered pursuant to a subpoena or other order from a
court or government body of competent jurisdiction, (ii) the information
has been made generally available to the public other than by disclosure
in violation of this or any other agreement (to the knowledge of the
relevant Investor), (iii) the information was developed independently
by an Investor without breach of this Agreement, (iv) the information
was known to the Investor before receipt of such information from the
Company, or (v) the information was disclosed to the Investor by a third
party not under an obligation of confidentiality. An Investor may make
disclosure of an Event or any related information disclosed by the
Company, however, to any attorney, adviser, or other third party
retained by it that needs to know the information, as determined in good
faith by the Investor ("Investor Representative"), if the Investor
advises the Investor Representative of the confidentiality provisions of
this Section 3.5(a), but the Investor will be liable for any act or
omission of any of its Investor Representatives relative to such
information as if the act or omission was that of the Investor. Unless
legally prohibited from so doing, each Investor will, upon learning that
disclosure of such confidential information is sought in or by a court
or governmental body of competent jurisdiction or through other means,
give prompt notice to the Company and allow the Company, at the
Company's expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, such confidential information.
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(b) Notwithstanding the obligations under Section
3.5(a) or any provision of this Agreement, if (i) in the good faith
judgment of the Company, following consultation with legal counsel, it
would be detrimental to the Company and its shareholders for resales of
Registrable Securities to be made pursuant to the Registration Statement
due to the existence of a material development or potential material
development involving the Company that the Company would be obligated to
disclose in the Registration Statement, which disclosure would be
premature or otherwise inadvisable at such time or would have a Material
Adverse Effect upon the Company and its shareholders, or (ii) in the
good faith judgment of the Company, it would adversely affect or require
premature disclosure of the filing of a Company-initiated registration
of any class of its equity securities, then the Company will have the
right to suspend the use of the Registration Statement for a period (the
"Allowable Grace Period") of not more than 30 calendar days, provided,
however, that the Company may so defer or suspend the use of the
Registration Statement no more than 60 calendar days in a calendar year,
and provided, further, that, after deferring or suspending the use of
the Registration Statement, the Company may not again defer or suspend
the use of the Registration Statement until a period of 30 calendar days
has elapsed after resumption of the use of the Registration Statement.
(c) Subject to the Company's rights under this
Section 3.5, the Company will use its best efforts to prevent the
issuance of any stop order or other suspension of effectiveness of a
Registration Statement and, if such an order is issued, will use its
best efforts to obtain the withdrawal of such order at the earliest
possible time and the Company will promptly notify each Investor that
holds Registrable Securities being sold of the issuance of such order
and the resolution thereof.
(d) Notwithstanding anything to the contrary
contained herein or in the Purchase Agreement, if the use of the
Registration Statement is suspended by the Company, then the Company
will promptly give notice of the suspension to all Investors whose
securities are covered by the Registration Statement (but in no event
will the Company disclose to any Investor, without such Investor's
consent, any of the facts or circumstances regarding the suspension) and
will promptly notify each such Investor as soon as possible that the use
of the Registration Statement may be resumed.
3.6. Review by the Investors. The Company will permit the
Investors to review the Registration Statement and all amendments and
supplements thereto (as well as all requests for acceleration or effectiveness
thereof) a reasonable period of time before their filing with the SEC, and will
not file any document in a form to which such Investor reasonably objects,
unless otherwise required by law in the opinion of the Company's counsel;
provided that the time periods set forth in Section 2.2 and 2.3 shall be tolled
to the extent that such Investor does not deliver its final comments relating to
such Registration Statement and all amendments and supplements thereto (as well
as all requests for acceleration or effectiveness thereof) to the Company within
three business days after receipt of such Registration Statement and all
amendments and supplements thereto (as well as all requests for acceleration or
effectiveness thereof). The sections of any such Registration Statement
including information with respect to the Investors, the Investors' beneficial
ownership of securities of the Company, and the Investors' intended method of
disposition of Registrable Securities must conform to the information provided
to the Company by each of the Investors, so long as they comply with all
applicable laws in the Company's reasonable opinion.
3.7. Due Diligence; Confidentiality.
(a) The Company will make available, upon
reasonable advance notice during normal business hours, for inspection
by any Investor who holds at least 20% of the
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Common Shares initially purchased by that Investor and whose Registrable
Securities are being sold pursuant to a Registration Statement and any
attorney, accountant or other agent retained by any such Investor
(collectively, the "Inspectors"), all pertinent financial and other
records, pertinent corporate documents and properties of the Company
(collectively, the "Records") as reasonably necessary to enable each
Inspector to exercise any due diligence responsibility in connection
with or related to the contemplated offering. The Company will cause
its officers, directors, and employees to supply all information that
any Inspector may reasonably request for purposes of performing such due
diligence.
(b) Each Inspector will hold in confidence, use
only in connection with the contemplated offering, and not make any
disclosure (except to an Investor) of all Records and other information
that the Company determines in good faith to be confidential, and of
which determination the Inspectors are so notified, unless (i) the
disclosure of such Records is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (ii) the release
of such Records is ordered pursuant to a subpoena or other order from a
court or government body of competent jurisdiction, (iii) the
information in such Records has been made generally available to the
public other than by disclosure in violation of this or any other
agreement (to the knowledge of the relevant Inspector), (iv) the Records
or other information was developed independently by an Inspector without
breach of this Agreement, (v) the information was known to the Inspector
before receipt of such information from the Company, or (vi) the
information was disclosed to the Inspector by a third party not under an
obligation of confidentiality. The Company is not required to disclose
any confidential information in the Records to any Inspector unless and
until such Inspector has entered into a confidentiality agreement (in
form and substance reasonably satisfactory to the Company) with the
Company with respect thereto, substantially to the effect of this
Section 3.7. An Inspector may make disclosure of such Records and other
information to an Investor Representative, if the Inspector advises the
Investor Representative of the confidentiality provisions of this
Section 3.7(b), but the Inspector will be liable for any act or omission
of any of its Investor Representatives relative to such information as
if the act or omission was that of the Inspector. Unless legally
prohibited from so doing, each Inspector will, upon learning that
disclosure of Records containing confidential information is sought in
or by a court or governmental body of competent jurisdiction or through
other means, give prompt notice to the Company and allow the Company, at
the Company's expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, the Records deemed
confidential. Nothing herein will be deemed to limit the Investor's
ability to sell Registrable Securities in a manner that is otherwise
consistent with applicable laws and regulations.
(c) The Company will hold in confidence, and will
not make any disclosure of, information concerning an Investor provided
to the Company under this Agreement unless (i) disclosure of such
information is necessary to comply with federal or state securities
laws, or any exchange listing or similar rules and regulations, (ii) the
disclosure of such information is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (iii) the
release of such information is ordered pursuant to a subpoena or other
order from a court or governmental body of competent jurisdiction, (iv)
such information has been made generally available to the public other
than by disclosure in violation of this Agreement or any other
agreement, (v) the information was disclosed to the Company by a third
party not under an obligation of confidentiality, or (vi) such Investor
consents to the form and content of any such disclosure. The Company
may make disclosure of such information to any attorney, adviser, or
other third party retained by it, that needs to know the information,
as determined in good faith by the Company ("Company Representative"),
if the Company advises the Company Representative of the confidentiality
provisions of this Section 3.7(c), but the Company will be liable for
any act
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or omission of any Company Representatives relative to such information
as if the act or omission was that of the Company. If the Company
learns that disclosure of such information concerning an Investor is
sought in or by a court or governmental body of competent jurisdiction
or through other means, the Company will (unless legally prohibited from
so doing) give prompt notice to such Investor prior to making such
disclosure and allow such Investor, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective
order for, such information.
3.8. Listing. During the Registration Period, the Company
shall use its reasonable best efforts to (i) cause all the Registrable
Securities covered by each Registration Statement to be listed on each national
securities exchange on which securities of the same class or series issued by
the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange, or (ii) to the
extent the securities of the same class or series are not then listed on a
national securities exchange, secure the designation and quotation of all of the
Registrable Securities covered by each Registration Statement on the Nasdaq
National Market ("Nasdaq").
3.9. Share Certificates. The Company will cooperate with the
Investors who hold Registrable Securities being sold to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legends)
representing Registrable Securities to be offered pursuant to a Registration
Statement and will enable such certificates to be in such denominations or
amounts as the case may be, and registered in such names as the Investors may
reasonably request, all in accordance with Article VI of the Purchase Agreement.
3.10.Plan of Distribution. If reasonably requested by
Investors holding at least 20% of the Registrable Securities registered pursuant
to the Registration Statement under Section 2.1, the Company will, as soon as
practicable (i) incorporate in a prospectus supplement or post-effective
amendment such information as such Investor reasonably requests to be included
therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of
Registrable Securities being offered or sold, the purchase price being paid
therefor, and any other terms of the offering of the Registrable Securities to
be sold in such offering, and (ii) make all required filings of such prospectus
supplement or post-effective amendment after being notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment.
3.11.Securities Laws Compliance. During the Registration
Period, the Company will comply with all applicable laws related to any
Registration Statement relating to the sale of Registrable Securities and with
all applicable rules and regulations of governmental authorities in connection
therewith (including, without limitation, the Securities Act, the Exchange Act,
and the rules and regulations promulgated by the SEC).
3.12.Further Assurances. The Company will take all other
reasonable actions as any Investor may reasonably request to expedite and
facilitate disposition by such Investor of the Registrable Securities pursuant
to the Registration Statement.
ARTICLE IV
OBLIGATIONS OF THE INVESTORS
4.1. Investor Information. As a condition to the obligations of
the Company to complete any registration pursuant to this Agreement with respect
to the Registrable Securities of each Investor, such Investor will furnish to
the Company such information regarding itself, the Registrable Securities held
by it, and the intended methods of disposition of the Registrable Securities
held by it as is reasonably required by the Company to effect the registration
of the Registrable Securities. At least five
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business days before the first anticipated filing date of a Registration
Statement for any registration under this Agreement, the Company will notify
each Investor of the information the Company requires from that Investor whether
or not such Investor has elected to have any of its Registrable Securities
included in the Registration Statement. If, within two business days before the
anticipated filing date, the Company has not received the requested information
from an Investor, then the Company may file the Registration Statement without
including Registrable Securities of that Investor.
4.2. Further Assurances. Each Investor will cooperate with the
Company, as reasonably requested by the Company, in connection with the
preparation and filing of any Registration Statement hereunder, unless such
Investor has notified the Company in writing of such Investor's irrevocable
election to exclude all of such Investor's Registrable Securities from such
Registration Statement.
4.3. Suspension of Sales. Upon receipt of any notice from the
Company under Section 3.5, each Investor will immediately discontinue
disposition of Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until (i) it receives copies of a
supplemented or amended prospectus contemplated by Section 3.5(a) or (ii) the
Company advises the Investor that a suspension of sales under Section 3.5(b) has
terminated. If so directed by the Company, each Investor will deliver to the
Company (at the expense of the Company) or destroy (and deliver to the Company a
certificate of destruction) all copies in the Investor's possession (other than
a limited number of file copies) of the prospectus covering such Registrable
Securities that is current at the time of receipt of such notice.
ARTICLE V
EXPENSES OF REGISTRATION
The Company will bear (i) all reasonable expenses (other than
underwriting discounts and commissions, legal fees of counsel to the Investors
(other than as provided herein), and transfer taxes, if any) incurred in
connection with registrations, filings or qualifications pursuant to Articles II
and III of this Agreement, including, without limitation, all registration,
listing and qualifications fees, printers and accounting fees, (ii) the fees and
disbursements of legal counsel for the Company, and (iii) up to $5,000, in the
aggregate, for the legal fees of counsel actually incurred by the Investors
(based on reasonable supporting documentation) resulting from the review
contemplated by Section 3.6 hereof, which shall be apportioned among such
Investors pro rata based on their relative percentage ownership of the
Registrable Securities.
ARTICLE VI
INDEMNIFICATION
In the event that any Registrable Securities are included in a
Registration Statement under this Agreement:
6.1. Indemnification of the Investors. To the extent permitted
by law, the Company will indemnify and hold harmless each Investor, any
directors or officers of such Investor, and any person who controls such
Investor within the meaning of the Securities Act or the Exchange Act (each, an
"Indemnified Person") against any losses, claims, damages, expenses, or
liabilities (joint or several) (collectively, and together with actions,
proceedings, or inquiries by any regulatory or self-regulatory organization,
whether commenced or threatened in respect thereof, "Claims") to which any of
them become subject under the Securities Act, the Exchange Act, or otherwise,
insofar as such Claims arise out of or are based upon any of the following
statements, omissions, or violations in a Registration Statement
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filed pursuant to this Agreement, any post-effective amendment thereof or any
prospectus included therein: (a) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or any
post-effective amendment thereof or any final prospectus (as amended or
supplemented, if the Company files any amendment or supplement thereto with the
SEC) included therein or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading or (b) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act or any other law related to the Registration
Statement, including without limitation any state securities law or any rule or
regulation thereunder, or any covenant or agreement contained in the Purchase
Agreement or this Agreement with respect to sales under the Registration
Statement (the matters in the foregoing clauses (a) and (b) being, collectively,
"Violations"). Subject to the restrictions set forth in Section 6.3 with respect
to the number of legal counsel, the Company will reimburse the Investors or
controlling person and each such other Indemnified Person, promptly as such
expenses are incurred and are due and payable, for any reasonable legal fees or
other reasonable expenses incurred by them in connection with investigating or
defending any Claim. Notwithstanding anything to the contrary contained herein,
the indemnification agreement contained in this Section 6.1: (i) does not apply
to Claims arising out of or based upon a Violation that occurs in reliance upon
and in conformity with information furnished in writing to the Company by or on
behalf of an Indemnified Person expressly for use in connection with the
preparation of the Registration Statement or any such amendment thereof or
supplement thereto; (ii) does not apply to a Claim arising out of or based on
any failure by any Indemnified Person to comply with prospectus delivery
requirements (or the Securities Act, the Exchange Act, or any other law or legal
requirement applicable to them) or any covenant or agreement contained in the
Purchase Agreement or this Agreement; and (iii) does not apply to amounts paid
in settlement of any Claim if such settlement is made without the prior written
consent of the Company, which consent will not be unreasonably withheld. This
indemnity obligation will remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Persons and will survive
the transfer of the Registrable Securities by the Investors under Article IX of
this Agreement.
6.2. Indemnification of the Company and Certain Shareholders. In
connection with any Registration Statement in which an Investor is
participating, each such Investor will indemnify and hold harmless, severally
and not jointly, to the same extent and in the same manner set forth in Section
6.1 above, the Company, each of its directors, each of its officers who signs
the Registration Statement, each person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act, and any other shareholder
selling securities pursuant to the Registration Statement and any of its
directors and officers, and any person who controls such shareholder within the
meaning of the Securities Act or the Exchange Act (each an "Indemnified Party")
against any Claim to which any of them may become subject under the Securities
Act, the Exchange Act, or otherwise, insofar as such Claim arises out of or is
based upon any of the following: (a) any matter of the type referred to in
clause (a) of Section 6.1 above in each case to the extent (and only to the
extent) that such violation occurs in reliance upon and in conformity with
written information furnished to the Company by such Investor expressly for use
in connection with such Registration Statement or (b) any failure by such
Investor to comply with prospectus delivery requirements (or the Securities Act,
the Exchange Act, or any other law or legal requirement applicable to sales
under the Registration Statement) or any covenant or agreement contained in the
Purchase Agreement or this Agreement with respect to sales under the
Registration Statement. Subject to the restrictions set forth in Section 6.3,
such Investor will promptly reimburse any legal or other expenses, as such
expenses are incurred and due and payable, reasonably incurred by them in
connection with investigating or defending any such Claim. The indemnity
agreement contained in this Section 6.2, however, does not apply to amounts paid
in settlement of any Claim, if such settlement is effected without the prior
written consent of such Investor, which consent will not be unreasonably
withheld or delayed and provided that an Investor shall be liable under this
Section 6.2 for only that amount of a Claim as does not exceed the net proceeds
to such Investor as a result of the sale of the
9
Securities (as defined in the Purchase Agreement). This indemnity will
remain in full force and effect regardless of any investigation made by or on
behalf of an Indemnified Party and will survive the transfer of the Registrable
Securities by the Investors under Article IX of this Agreement.
6.3. Notification and Other Indemnification Procedures. Promptly
after receipt by an Indemnified Person or Indemnified Party under this Article
VI of notice of the commencement of any action (including any governmental
action), such Indemnified Person or Indemnified Party will, if a Claim in
respect thereof is to be made against any indemnifying party under this Article
VI, deliver to the indemnifying party a written notice of the commencement
thereof. The indemnifying party may participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party
similarly given notice, assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying parties and the Indemnified Person or
Indemnified Party. In that case, the indemnifying party will diligently pursue
such defense. If, in the reasonable opinion of counsel retained by the
indemnifying party, the representation by such counsel of the Indemnified Person
or Indemnified Party, and the indemnifying party would be inappropriate due to
actual or potential conflicts of interest between the Indemnified Person or
Indemnified Party and any other party represented by such counsel in such
proceeding or the actual or potential defendants in, or targets of, any such
action including the Indemnified Person or Indemnified Party and such
Indemnified Person or Indemnified Party reasonably determines that there may be
legal defenses available to such Indemnified Person or Indemnified Party that
are different from or in addition to those available to the indemnifying party,
then the Indemnified Person or Indemnified Party is entitled to assume such
defense and may retain its own counsel, with the reasonable fees and expenses to
be paid by the indemnifying party (subject to the restrictions on settlement
under Section 6.1 or 6.2, as applicable). The indemnifying party will pay,
however, for only one separate legal counsel for the Indemnified Person or
Indemnified Party, as the case may be, collectively, and such legal counsel will
be selected in accordance with Section 11.12. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action does not relieve an indemnifying party of any liability to an
Indemnified Person or Indemnified Party under this Article VI, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action. The indemnification required by this Article VI will be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as such expense, loss, damage, or liability is incurred and is due and
payable.
ARTICLE VII
CONTRIBUTION
To the extent that any indemnification provided for herein is
prohibited or limited by law, the indemnifying party will contribute the amount
paid or payable by the Indemnified Person or Indemnified Party as a result of
such Claim in such proportion as is appropriate to reflect not only the relative
benefits received by the Indemnified Person or Indemnified Party and the
indemnifying party, but also the relative fault of the Indemnified Person or
Indemnified Party and the indemnifying party, as well as any other relevant
equitable considerations. However, (a) no contribution will be made under
circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Article VI and (b) no seller of
Registrable Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution
from any person of Registrable Securities who was not guilty of such fraudulent
misrepresentation.
10
ARTICLE VIII
EXCHANGE ACT REPORTING
To make available to the Investors the benefits of Rule 144 or
any similar rule or regulation of the SEC that may at any time permit the
Investors to sell securities of the Company to the public without registration,
the Company will, until the end of the Registration Period:
(a) File with the SEC in a timely manner, and make and keep
available, all reports and other documents required of the Company under the
Securities Act and the Exchange Act so long as the Company remains subject to
such requirements (it being understood that nothing herein limits the Company's
obligations under Section 5.3 of the Purchase Agreement) and the filing and
availability of such reports and other documents is required for the applicable
provisions of Rule 144; and
(b) Furnish to each Investor, so long as such Investor holds
Registrable Securities, promptly upon request, (i) a written statement by the
Company that it has complied with the reporting requirements of the Securities
Act and the Exchange Act, (ii) if not available on the SEC's XXXXX system, a
copy of the most recent annual or quarterly report of the Company and such other
reports and documents filed by the Company with the SEC, and (iii) such other
information as may be reasonably requested to permit the Investors to sell such
securities pursuant to Rule 144 without registration.
ARTICLE IX
ASSIGNMENT OF REGISTRATION RIGHTS
The rights of the Investors hereunder, including the right to
have the Company register Registrable Securities pursuant to this Agreement,
shall be assignable by each Investor to any transferee or assignee of the
Registrable Securities (i) in the case of either an assignment of Registrable
Securities to an affiliate of such Investor or an assignment of all Registrable
Securities held by such Investor without the consent of the Company and (ii) in
the case of an assignment of less than all of the Registrable Securities held by
such Investor with the consent of the Company (which consent shall not be
unreasonably withheld), if, in the case of (i) and (ii) above, (a) the Investor
agrees in writing with the transferee or assignee to assign such rights, and a
copy of such agreement is furnished to the Company within a reasonable time
after such assignment, (b) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of the name and address of
such transferee or assignee and the securities with respect to which such
registration rights are being transferred or assigned, (c) such transfer or
assignment was not made under the Registration Statement or Rule 144, (d) at or
before the time the Company received the written notice contemplated by clause
(b) of this sentence, the transferee or assignee agrees in writing with the
Company to be bound by all of the provisions contained herein, (e) such transfer
is made in accordance with the applicable requirements of the Purchase
Agreement, and (f) the transferee has provided to the Company an investor
questionnaire (or equivalent document) evidencing that the transferee is a
"qualified institutional buyer" or an "accredited investor" as defined in Rule
501(a)(1),(2),(3), or (7) of Regulation D. Any transferee or assignee of an
Investor under Article IX shall be deemed an "Investor" for all purposes of this
Agreement, and shall be entitled to all rights of, and subject to all
obligations (including indemnification obligations) of, an Investor hereunder.
ARTICLE X
AMENDMENT OF REGISTRATION RIGHTS
This Agreement may be amended and the obligations hereunder
may be waived (either generally or in a particular instance, and either
retroactively or prospectively) only with the written consent of the Company and
of the Investors who then hold 75% of the Registrable Securities (but not
11
including any Investor who is not affected by such amendment or waiver). Any
amendment or waiver effected in accordance with this Article X is binding upon
each Investor and the Company. Notwithstanding the foregoing, no amendment or
waiver will retroactively affect any Investor without its consent, or will
prospectively adversely affect any Investor who no longer owns any Registrable
Securities without its consent.
ARTICLE XI
MISCELLANEOUS
11.1. Conflicting Instructions. A person or entity is deemed to
be a holder of Registrable Securities whenever such person or entity owns of
record such Registrable Securities. If the Company receives conflicting
instructions, notices, or elections from two or more persons or entities with
respect to the same Registrable Securities, the Company will act upon the basis
of instructions, notice, or election received from the registered owner of such
Registrable Securities.
11.2. Notices. Except as set forth in Sections 3.3 and 3.5, any
notices required or permitted to be given under the terms of this Agreement will
be given and deemed received as set forth in the Purchase Agreement.
11.3. Waiver. Failure of any party to exercise any right or
remedy under this Agreement or otherwise, or delay by a party in exercising such
right or remedy, does not operate as a waiver thereof.
11.4. Governing Law. This Agreement will be governed by and
interpreted in accordance with the laws of the State of New York (except as it
relates to corporate law involving the Company in which case it shall be
governed by the internal laws of the state of incorporation of the Company)
without regard to the principles of conflict of laws. Each party hereby
irrevocably submits to the non-exclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
11.5. Severability. If any provision of this Agreement is
invalid or unenforceable under any applicable statute or rule of law, then such
provision will be deemed modified in order to conform with such statute or rule
of law. Any provision hereof that may prove invalid or unenforceable under any
law will not affect the validity or enforceability of any other provision
hereof.
11.6. Entire Agreement. This Agreement and the Purchase
Agreement (including all chedules and exhibits thereto) constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof. There are no restrictions, promises, warranties, or undertakings,
12
other than those set forth or referred to herein or therein. This Agreement
supersedes all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof.
11.7. Successors and Assigns. Subject to the requirements of
Article IX hereof, this Agreement inures to the benefit of and is binding upon
the successors and assigns of each of the parties hereto. Notwithstanding
anything to the contrary herein, including, without limitation, Article IX, the
rights of an Investor hereunder are assignable to and exercisable by a bona fide
pledgee of the Registrable Securities in connection with an Investor's margin or
brokerage accounts.
11.8. Use of Pronouns. All pronouns refer to the masculine,
feminine, or neuter, singular or plural, as the context may require.
11.9. Headings. The headings of this Agreement are for
convenience of reference only, are not part of this Agreement and do not affect
its interpretation.
11.10. Counterparts. This Agreement may be executed in two or
more counterparts, each of which is deemed an original but all of which
constitute one and the same agreement. This Agreement, once executed by a party,
may be delivered to the other party hereto by facsimile transmission, and
facsimile signatures are binding on the parties hereto.
11.11. Further Assurances. Each party will do and perform, or
cause to be done and performed, all such further acts and things, and will
execute and deliver all other agreements, certificates, instruments, and
documents, as another party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
11.12. Consents. All consents and other determinations to be
made by the Investors pursuant to this Agreement will be made by the Initial
Investors or the Investors holding a majority in interest of the Registrable
Securities.
11.13. No Strict Construction. The language used in this
Agreement is deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any
party.
11.14. Force Majeure. The Company shall not be deemed in breach
of its commitments under this Agreement and no payments by the Company as set
forth in Article II shall be required if the Company is unable to fulfill its
obligations hereunder in a timely fashion because the SEC or Nasdaq is closed or
operating on a limited basis as a result of the occurrence of a Force Majeure.
As used herein, "Force Majeure" means war or armed hostilities or other national
or international calamity, or one or more acts of terrorism, which are having a
material adverse effect on the financial markets in the United States.
Furthermore, any payments owed as a result of Article II shall not accrue in any
period during which the Company's performance hereunder has been delayed or the
Company's ability to fulfill its obligations hereunder has been impaired by a
Force Majeure.
* * * *
13
IN WITNESS WHEREOF, the undersigned Investors and the Company
have caused this Registration Rights Agreement to be duly executed as of the
date first above written.
COMPANY:
FARO TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxx
-------------------------------------
Name: Xxxxx Xxxx
Title: Chairman of the Board,
President, and Chief
Executive Officer
14
005.312381.5
OMNIBUS SIGNATURE PAGE TO
FARO TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration
Rights Agreement to which this Signature Page is attached, which, together with
all counterparts of the Registration Rights Agreement and Signature Pages of the
other Investors and the Company to the Registration Rights Agreement, shall
constitute one and the same document in accordance with the terms of the
Registration Rights Agreement.
Investor Name: American Century Mutual
Funds, Inc., on behalf of
New Opportunities Fund
By: /s/ Charles C.S. Park
----------------------------------------
Print Name: Charles C.S. Park
Title: Vice President and Secretary
Address: 0000 Xxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Facsimile: 816.340.4964
OMNIBUS SIGNATURE PAGE TO
FARO TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration
Rights Agreement to which this Signature Page is attached, which, together with
all counterparts of the Registration Rights Agreement and Signature Pages of the
other Investors and the Company to the Registration Rights Agreement, shall
constitute one and the same document in accordance with the terms of the
Registration Rights Agreement.
Investor Name: American Century Mutual
Funds, Inc., on behalf of
New Opportunities II Fund
By: /s/ Charles C.S. Park
----------------------------------------
Print Name: Charles C.S. Park
Title: Vice President and Secretary
Address: 0000 Xxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Facsimile: 816.340.4964
OMNIBUS SIGNATURE PAGE TO
FARO TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration
Rights Agreement to which this Signature Page is attached, which, together with
all counterparts of the Registration Rights Agreement and Signature Pages of the
other Investors and the Company to the Registration Rights Agreement, shall
constitute one and the same document in accordance with the terms of the
Registration Rights Agreement.
Investor Name: SMITHFIELD FIDUCIARY LLC
By: /s/ Xxxx X. Chill
-----------------------------------
Print Name: Xxxx X. Chill
Title: Authorized Signatory
Address: c/o Highbridge Capital
Management, LLC
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx X. Xxxxxx/Xxxx X.
Chill
Facsimile: (000) 000-0000
OMNIBUS SIGNATURE PAGE TO
FARO TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration
Rights Agreement to which this Signature Page is attached, which, together with
all counterparts of the Registration Rights Agreement and Signature Pages of the
other Investors and the Company to the Registration Rights Agreement, shall
constitute one and the same document in accordance with the terms of the
Registration Rights Agreement.
Investor Name: Cranshire Capital, L.P.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------------------
Print Name: Xxxxxxxx X. Xxxxx
Title: President - Downsview Capital
The General Partner
Address: 000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Facsimile: 000-000-0000
OMNIBUS SIGNATURE PAGE TO
FARO TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration
Rights Agreement to which this Signature Page is attached, which, together with
all counterparts of the Registration Rights Agreement and Signature Pages of the
other Investors and the Company to the Registration Rights Agreement, shall
constitute one and the same document in accordance with the terms of the
Registration Rights Agreement.
Investor Name: Portside Growth &
Opportunity Fund
By: /s/ Xxxx Xxxxx
----------------------------------------
Print Name: Xxxx Xxxxx
Title: Authorized Signatory
Address: c/o Ramius Capital Group, LLC
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: 000-000-0000
OMNIBUS SIGNATURE PAGE TO
FARO TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration
Rights Agreement to which this Signature Page is attached, which, together with
all counterparts of the Registration Rights Agreement and Signature Pages of the
other Investors and the Company to the Registration Rights Agreement, shall
constitute one and the same document in accordance with the terms of the
Registration Rights Agreement.
Investor Name: UBS X'Xxxxxx LLC f/b/o
X'Xxxxxx PIPES Corporate
Strategies Ltd.
By: Xxxxxxx X. Xxxxxx
-----------------------------------
Print Name: Xxxxxxx X. Xxxxxx
Title: Executive Director
Address: 0 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxx Xxxxxxxxx
Facsimile: 000-000-0000
OMNIBUS SIGNATURE PAGE TO
FARO TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration
Rights Agreement to which this Signature Page is attached, which, together with
all counterparts of the Registration Rights Agreement and Signature Pages of the
other Investors and the Company to the Registration Rights Agreement, shall
constitute one and the same document in accordance with the terms of the
Registration Rights Agreement.
Investor Name: UBS X'Xxxxxx LLC f/b/o
X'Xxxxxx Global Convertible
Arbitrage Master Ltd.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Print Name: Xxxxxxx X. Xxxxxx
Title: Executive Director
Address: 0 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxx Xxxxxxxxx
Facsimile: 000-000-0000
OMNIBUS SIGNATURE PAGE TO
FARO TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration
Rights Agreement to which this Signature Page is attached, which, together with
all counterparts of the Registration Rights Agreement and Signature Pages of the
other Investors and the Company to the Registration Rights Agreement, shall
constitute one and the same document in accordance with the terms of the
Registration Rights Agreement.
Investor Name: SF Capital Partners Ltd.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Print Name: Xxxxx X. Xxxxxxxx
Title: Authorized Signatory
Address: c/o Staro Asset Management, LLC
0000 Xxxxx Xxxx Xxxxx
Xx. Xxxxxxx, XX 00000
Facsimile: 000-000-0000
OMNIBUS SIGNATURE PAGE TO
FARO TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration
Rights Agreement to which this Signature Page is attached, which, together with
all counterparts of the Registration Rights Agreement and Signature Pages of the
other Investors and the Company to the Registration Rights Agreement, shall
constitute one and the same document in accordance with the terms of the
Registration Rights Agreement.
Investor Name: Deephaven Small Cap Growth
Fund, LLC
By: /s/ Xxxxx Xxxxxxxxx
----------------------------------------
Print Name: Xxxxx Xxxxxxxxx
Title: Director of Private Placements
Address: 000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Facsimile: 000-000-0000
OMNIBUS SIGNATURE PAGE TO
FARO TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration
Rights Agreement to which this Signature Page is attached, which, together with
all counterparts of the Registration Rights Agreement and Signature Pages of the
other Investors and the Company to the Registration Rights Agreement, shall
constitute one and the same document in accordance with the terms of the
Registration Rights Agreement.
Investor Name: Gamma Opportunity Capital
Partners, LP
By: /s/ Xxxxxxxxxxx Xxxxxxx
----------------------------------------
Print Name: Xxxxxxxxxxx Xxxxxxx
Address: British Colonial Centre of
Commerce
Xxx Xxx Xxxxxx, Xxxxx 000
Xxxxxx, The Bahamas
Facsimile: 000-000-0000
OMNIBUS SIGNATURE PAGE TO
FARO TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration
Rights Agreement to which this Signature Page is attached, which, together with
all counterparts of the Registration Rights Agreement and Signature Pages of the
other Investors and the Company to the Registration Rights Agreement, shall
constitute one and the same document in accordance with the terms of the
Registration Rights Agreement.
Investor Name: Alpha Capital AG
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------
Print Name: Xxxxxx Xxxxxxxx
Address: Pradafaut 7
Fursrenrurns 9490
Vaduz Liechtenstein
Facsimile: 000-000-000-0000
OMNIBUS SIGNATURE PAGE TO
FARO TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration
Rights Agreement to which this Signature Page is attached, which, together with
all counterparts of the Registration Rights Agreement and Signature Pages of the
other Investors and the Company to the Registration Rights Agreement, shall
constitute one and the same document in accordance with the terms of the
Registration Rights Agreement.
Investor Name: Xxxxxxx Associates, L.P.
By: Xxxxxxx Capital
Advisors, L.P., as
general partner
By: Xxxxxxx Associates,
Inc., as general partner
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------
Print Name: Xxxxxx Xxxxxxxxx
Title: Vice President
Address: 000 0xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: 000-000-0000
OMNIBUS SIGNATURE PAGE TO
FARO TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration
Rights Agreement to which this Signature Page is attached, which, together with
all counterparts of the Registration Rights Agreement and Signature Pages of the
other Investors and the Company to the Registration Rights Agreement, shall
constitute one and the same document in accordance with the terms of the
Registration Rights Agreement.
Investor Name: Longview International
Equity Fund, LP
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Print Name: Xxxxx X. Xxxxxxx
Title: Investment Manager, CEO
Address: 00 Xxxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attn: S. Xxxxxxx Xxxxxxx, CFO
Facsimile: 000-000-0000
With a copy to: 000-000-0000
000-000-0000
OMNIBUS SIGNATURE PAGE TO
FARO TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
The undersigned hereby executes and delivers the Registration
Rights Agreement to which this Signature Page is attached, which, together with
all counterparts of the Registration Rights Agreement and Signature Pages of the
other Investors and the Company to the Registration Rights Agreement, shall
constitute one and the same document in accordance with the terms of the
Registration Rights Agreement.
Endeavor LP* Posner Partners Microcap*
First American Insurance SCG Fund* Xxxx X. Xxxxxx Agency*
Xxxx X.Xxxxxxxxx City of Springfield Missouri Policemen and Firemens
Life Trust Microcap * Retirement Fund*
First American Small Cap Growth Opportunity Fund* St. Xxxx Electrical Constr. Pension SC*
Lyndhurst Associates* St. Xxxx Electrical Constr. Supp. SC*
Milwaukee Jewish Federation* XX Xxxxxxxxx Residuary Trust 2*
Greater Milwaukee Foundation - Micro Cap* XX Xxxxxxx - Xxxxxxx Children Small Cap*
Xxxxx Xxxxxx III Agency* Oregon Retail Employees Pension Trust*
Xxxxxxx X. Xxxxxxxxxx - Small Cap*
*BY: U.S. BANCORP ASSET MANAGEMENT
Attorney-in-fact
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
[For Additional Information Regarding the Investors Set Forth on this Signature
Page See Appendix I]
Address/Telephone Name in which Aggregate Social Security
Number and Facsimile Number of Shares are to Purchase or Tax ID
Name Number Shares be Held Price Number
------------------------------------------------------------------------------------------------------------------------------------
Endeavor LP US Bank Asset Management
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx
Tel: (000) 000-0000 1,600 Endeavor LP $34,400 00-0000000
Fax: (000) 000-0000
US Bank Asset Management
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000 First American
Attn: Xxxx Xxxxx Insurance Small
Tel: (000) 000-0000 Cap Growth Fund
First American Insurance Fax: (000) 000-0000 1,410 $30,315 00-0000000
SCG Fund
US Bank Asset Management
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx Xxxx X. Xxxxxxxxx
Tel: (000) 000-0000 Life Trust Microcap
Xxxx X.Xxxxxxxxx Fax: (000) 000-0000 10,930 $234,995 ###-##-####
Life Trust Microcap
US Bank Asset Management
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx First American
First American Small Cap Tel: (000) 000-0000 211,960 Small Cap Growth $4,557,140 00-0000000
Growth Opportunity Fund Fax: (000) 000-0000 Opportunities Fund
US Bank Asset Management
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx Lyndhurst
Tel: (000) 000-0000 2,870 Associates $61,705 00-0000000
Lyndhurst Associates Fax: (000) 000-0000
US Bank Asset Management
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000 Milwaukee Jewish
Attn: Xxxx Xxxxx Federation
Milwaukee Jewish Tel: (000) 000-0000 2,640 $56,760 00-0000000
Federation Fax: (000) 000-0000
Address/Telephone Name in which Aggregate Social Security
Number and Facsimile Number of Shares are to Purchase or Tax ID
Name Number Shares be Held Price Number
------------------------------------------------------------------------------------------------------------------------------------
US Bank Asset Management
000 Xxxxxxxx Xxxx Xxxxxxx Xxxxxxxxx
Xxxxxxxxxxx, XX 00000 Foundation Micro
Attn: Xxxx Xxxxx Cap
Greater Milwaukee Tel: (000) 000-0000 2,320 $49,880 00-0000000
Foundation - Micro Cap Fax: (000) 000-0000
US Bank Asset Management
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx Xxxxx Xxxxxx III
Tel: (000) 000-0000 750 Agency $16,125 ###-##-####
Xxxxx Xxxxxx III Agency Fax: (000) 000-0000
US Bank Asset Management
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx Posner Partners
Tel: (000) 000-0000 3,210 Microcap. $69,015 00-0000000
Posner Partners Microcap Fax: (000) 000-0000
US Bank Asset Management
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx Xxxx X. Xxxxxx
Tel: (000) 000-0000 850 Agency $18,275 ###-##-####
Xxxx X. Xxxxxx Agency Fax: (000) 000-0000
US Bank Asset Management
000 Xxxxxxxx Xxxx Xx. Xxxx
Xxxxxxxxxxx, XX 00000 Electrical
Attn: Xxxx Xxxxx Construction
St. Xxxx Electrical Tel: (000) 000-0000 1,520 Pension SC $32,680 00-0000000
Constr. Pension SC Fax: (000) 000-0000
Address/Telephone Name in which Aggregate Social Security
Number and Facsimile Number of Shares are to Purchase or Tax ID
Name Number Shares be Held Price Number
------------------------------------------------------------------------------------------------------------------------------------
US Bank Asset Management
000 Xxxxxxxx Xxxx Xx. Xxxx
Xxxxxxxxxxx, XX 00000 Electrical
Attn: Xxxx Xxxxx Construction
St. Xxxx Electrical Tel: (000) 000-0000 1,730 Supply SC $37,195 00-0000000
Constr. Supp. SC Fax: (000) 000-0000
US Bank Asset Management
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000 X.X. Xxxxxxxxx
Attn: Xxxx Xxxxx Residuary Trust 2
XX Xxxxxxxxx Residuary Tel: (000) 000-0000 600 $12,900 00-0000000
Trust 2 Fax: (000) 000-0000
US Bank Asset Management
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000 X.X.
Attn: Xxxx Xxxxx Xxxxxxx-Xxxxxxx
XX Xxxxxxx - Xxxxxxx Tel: (000) 000-0000 370 Children SC $7,955 00-0000000
Children Small Cap Fax: (000) 000-0000
US Bank Asset Management
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000 Oregon Retail
Attn: Xxxx Xxxxx Employees Pension
Oregon Retail Employees Tel: (000) 000-0000 4,580 Trust $98,470 00-0000000
Pension Trust Fax: (000) 000-0000
US Bank Asset Management
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx Xxxxxxx X.
Xxxxxxx X. Xxxxxxxxxx - Tel: (000) 000-0000 1,040 Xxxxxxxxxx SCG $22,360 00-0000000
Small Cap Fax: (000) 000-0000
US Bank Asset Management
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
City of Springfield Attn: Xxxx Xxxxx
Missouri Policemen and Tel: (000) 000-0000 Xxxxxxx X.
Firemens Retirement Fund Fax: (000) 000-0000 1,620 Xxxxxxxxxx SCG 34,830 00-0000000
