REGISTRATION RIGHTS AGREEMENT
This
Registration Rights Agreement (the “Agreement”)
made
effective as of the 4th
day of
March, 2008, (the “Effective
Date”)
is
entered into by and between
PSM
Holdings, Inc.,
a
Nevada corporation (the “Company”),
and
certain persons and entities holding shares of the Common Stock who sign the
signature page to this Agreement in one or more counterparts (individually,
a
“Shareholder”
and
collectively the“Shareholders”).
WHEREAS,
the Company has agreed to provide certain registration rights to its holders
of
restricted shares of its common stock; and
WHEREAS,
the Board of Directors of the Company has determined that it is in the best
interests of the Company that it file a registration statement to provide its
shareholders with the ability to rely on Rule 144 for the future resale of
their
shares.
NOW,
THEREFORE, in consideration of the covenants and agreements set forth herein
and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby mutually acknowledged, the parties hereto covenant and agree as
follows:
Section
1. Certain
Definitions.
As used
in this Agreement, the following terms shall have the following respective
meanings:
“Affiliate”
means
with respect to any Shareholder, any partner or member of such Shareholder,
or
any Person that directly or indirectly controls or is controlled by or is under
common control with, such Shareholder.
“Blue
Sky Application”
has
the
meaning ascribed to such term in Section 5(a) hereof.
“Commission”
means
the Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act and the Exchange Act.
“Common
Stock”
means
the Common Stock of the Company and any other securities into which or for
which
any of the Common Stock may be converted or exchanged pursuant to a stock split,
stock dividend, plan of recapitalization, reorganization, merger, consolidation,
sale of assets or other similar transaction.
“Exchange
Act”
means
the Securities Exchange Act of 1934, or any similar or successor federal
statute, and the rules and regulations of the Commission thereunder, all as
the
same shall be in effect from time to time.
“Person”
means
an individual, corporation, limited liability company, partnership, joint
venture, trust, or unincorporated organization, or a government or any agency
or
political subdivision thereof.
“Registrable
Shares”
means
the Common Stock issued and now held by Shareholders and designated on the
signature page of this Agreement.
“Registration
Expenses”
has
the
meaning ascribed to such term in Section 7 hereof.
“Rule
144”
means
Rule 144 promulgated under the Securities Act or any similar or successor
rule.
“Securities
Act”
means
the Securities Act of 1933, or any similar or successor federal statute, and
the
rules and regulations of the Commission thereunder, all as the same shall be
in
effect from time to time.
“Selling
Expenses”
has
the
meaning ascribed to such term in Section 7 hereof.
Section
2. Registration.
(a) The
Company hereby agrees to use its best efforts to register the Registrable Shares
by means of a registration statement filed by the Company with the Commission
on
or before March 31, 2008, or as soon thereafter as practicable.
(b) The
right
of any holder of Registrable Shares to registration pursuant to this Section
2
shall be conditioned upon such holder’s cooperation with the Company in
providing the information reasonably requested for inclusion in the registration
statement or otherwise by the Company.
(c) Notwithstanding
the foregoing provisions, the Company may withdraw any registration statement
referred to in this Section 2 without thereby incurring any liability to the
holders of Registrable Shares.
Section
3. Market
Volume Limitations.
In
addition to any other restrictions set forth herein, each holder of Registrable
Shares agrees, for a period of one year from the date of filing of the
registration statement which includes the Registrable Shares, not to publicly
sell during any five-day trading period any of the Registrable Shares which
are
in excess of 10% of the average daily volume of the Common Stock as reported
by
the principal quotation service for the Company’s Common Stock for the five
trading days preceding such sales. Notwithstanding this volume limitation,
the
Company may increase or decrease, but not below 10%, the amount of shares which
may be sold by each holder of Registrable Shares. The Company may impose
stop-transfer instructions with respect to the shares subject to the foregoing
restrictions until the end of the one-year period provided in this Section
3.
Section
4. Expiration
of Obligations.
The
obligations of the Company to register Registrable Shares pursuant to Section
2
of this Agreement shall expire on the date which is one year from the date
of
filing the registration statement which includes the Registrable
Shares.
Section
5. Indemnification;
Procedures; Contribution.
(a) The
Company will, to the extent permitted by law, indemnify and hold harmless each
holder of the Registrable Shares (including their officers, directors,
Affiliates and partners) so registered (including any broker or dealer through
whom such shares may be sold) and each Person, if any, who controls such holder
or any such underwriter within the meaning of Section 15 of the Securities
Act
from and against any and all losses, claims, damages, expenses or liabilities,
joint or several, to which they or any of them become subject under the
Securities Act or under any other statute or at common law or otherwise, and,
except as hereinafter provided, will reimburse each such holder and each such
controlling Person, if any, for any legal or other expenses reasonably incurred
by them or any of them in connection with investigating or defending any actions
whether or not resulting in any liability, insofar as such losses, claims,
damages, expenses, liabilities or actions arise out of or are based upon (i)
any
untrue statement or alleged untrue statement of any material fact contained
in
the registration statement, any filing with any state or federal securities
commission or agency or any prospectus, offering circular or other document
created or approved by the Company incident to such registration (including
any
related notification, registration statement under which such Registrable Shares
were registered under the Securities Act pursuant to Section 2 of this
Agreement, any preliminary prospectus or final prospectus contained therein,
or
any amendment or supplement thereof), (ii) any Blue Sky Application or
other
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document
executed by the Company specifically for that purpose or based upon written
information furnished by the Company filed in any state or other jurisdiction
in
order to qualify any or all of the Registrable Shares under the securities
laws
thereof (any such application, document or information herein called a
“Blue
Sky Application”),
(iii) any omission or alleged omission to state in any such registration
statement, prospectus, amendment or supplement or in any Blue Sky Application
executed or filed by the Company, a material fact required to be stated therein
or necessary to make the statements therein not misleading, (iv) any material
violation by the Company or its agents of the Securities Act or any rule or
regulation promulgated under the Securities Act applicable to the Company or
its
agents and relating to action or inaction required of the Company in connection
with such registration, or (v) any failure to register or qualify the
Registrable Shares in any state where the Company or its agents has
affirmatively undertaken or agreed in writing that the Company will undertake
such registration or qualification (provided that in such instance the Company
shall not be so liable if it has used its best efforts to so register or qualify
the Registrable Shares) and will reimburse each such holder, and such officer,
director and partner, each such underwriter and each such controlling Person
for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action,
promptly after being so incurred, provided, however, that the Company will
not
be liable in any such case (i) if and to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity
with written information furnished by any holder or any controlling Person
in
writing specifically for use in such registration statement or prospectus,
or
(ii) in the case of a sale directly by such holder of Registrable Shares
(including a sale of such Registrable Shares through any underwriter retained
by
such holder of Registrable Shares to engage in a distribution solely on behalf
of such holder of Registrable Shares), such untrue statement or alleged untrue
statement or omission or alleged omission was contained in a preliminary
prospectus and corrected in a final or amended prospectus, and such holder
of
Registrable Shares failed to deliver a copy of the final or amended prospectus
at or prior to the confirmation of the sale of Registrable Shares to the Person
asserting any such loss, claim, damage or liability in any case where such
delivery is required by the Securities Act or any state securities
laws.
(b) Each
seller of such Registrable Shares thereunder, severally and not jointly, will
indemnify and hold harmless the Company, each Person, if any, who controls
the
Company within the meaning of the Securities Act, each officer of the Company
who signs the registration statement, each director of the Company, and each
other seller of Registrable Shares, against all losses, claims, damages or
liabilities, joint or several, to which the Company or such officer, director,
other seller, or controlling Person may become subject under the Securities
Act
or otherwise, solely insofar as such losses, claims, damages or liabilities
(or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any prospectus
offering circular or other document incident to such registration (including
any
related notification, registration statement under which such Registrable Shares
were registered under the Securities Act pursuant to Section 2, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof), or any Blue Sky Application or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
and
will reimburse the Company and each such officer, director, other seller, and
controlling Person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action, promptly after being so incurred; provided, however, that
such seller will be liable hereunder in any such case if and only to the extent
that any such loss, claim, damage or liability arises out of or is based upon
an
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with information pertaining to such
seller, as such, furnished in writing to the Company by such seller specifically
for use in such registration statement or prospectus; and provided, further,
that the liability of each seller hereunder shall be limited to the proportion
of any such loss, claim, damage, liability or expense which is equal to the
proportion that the public offering price of all securities sold by such seller
under such registration statement bears to the total public offering price
of
all securities sold thereunder, but not in
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any
event
to exceed the net proceeds received by such seller from the sale of Registrable
Shares covered by such registration statement.
(c) Promptly
after receipt by an indemnified party hereunder of notice of the commencement
of
any action, such indemnified party shall, if a claim in respect thereof is
to be
made against the indemnifying party hereunder, notify the indemnifying party
in
writing thereof, but the omission so to notify the indemnifying party shall
not
relieve it from any liability which it may have to such indemnified party other
than under this Section 5 and shall only relieve it from any liability which
it
may have to such indemnified party under this Section 5 if and to the extent
the
indemnifying party is prejudiced by such omission. In case any such action
shall
be brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled
to
participate in and, to the extent it shall wish, to assume and undertake the
defense thereof with counsel satisfactory to such indemnified party, and, after
notice from the indemnifying party to such indemnified party of its election
so
to assume and undertake the defense thereof, the indemnifying party shall not
be
liable to such indemnified party under this Section 5 for any legal expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel
so selected; provided, however, that, if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be reasonable
defenses available to it which are different from or additional to those
available to the indemnifying party or that the interests of the indemnified
party reasonably may be deemed to conflict with the interests of the
indemnifying party, the indemnified party shall have the right to select one
separate counsel and to assume such legal defenses and otherwise to participate
in the defense of such action, with the expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by
the
indemnifying party as incurred. No indemnifying party, in the defense of any
such claim or action, shall, except with the consent of each indemnified party,
which consent shall not be unreasonably withheld or delayed, consent to entry
of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim
or
action, and the indemnification agreements contained in Sections 5(a) and 5(b)
shall not apply to any settlement entered into in violation of this sentence.
Each indemnified party shall furnish such information regarding itself or the
claim in question as an indemnifying party may reasonably request in writing
and
as shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.
(d) In
order
to provide for just and equitable contribution to joint liability under the
Securities Act in any case in which either (i) any holder of Registrable Shares
exercising rights under this Agreement, or any controlling Person of any such
holder, makes a claim for indemnification pursuant to this Section 5 but it
is
judicially determined (by the entry of a final judgment or decree by a court
of
competent jurisdiction and the expiration of time to appeal or the denial of
the
last right of appeal) that such indemnification may not be enforced in such
case
notwithstanding the fact that this Section 5 provides for indemnification in
such case, or (ii) contribution under the Securities Act may be required on
the
part of any such selling holder or any such controlling Person in circumstances
for which indemnification is provided under this Section 5, then, and in each
such case, the Company and such holder will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (after contribution
from others) in such proportion so that such holder is responsible for the
portion represented by the percentage that the public offering price of its
Registrable Shares offered by the registration statement bears to the public
offering price of all securities offered by such registration statement, and
the
Company is responsible for the remaining portion, provided, however, that,
in
any such case, (A) no such holder of Registrable Shares will be required to
contribute any amount in excess of the proceeds received from the sale of all
such Registrable Shares offered by it pursuant to such registration statement
and (B) no Person guilty of fraudulent misrepresentation (within the meaning
of
Section 11(f)
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of
the
Securities Act) will be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.
(e) The
indemnities and obligations provided in this Section 5 shall survive the
completion of any offering of Registrable Shares and the transfer of any
Registrable Shares by such holder.
Section
6. Registration
Procedures.
(a) The
Company will, as expeditiously as possible:
(i) Prepare
and file with the Commission a registration statement with respect to such
securities including executing an undertaking to file post-effective amendments
and use its best efforts to cause such registration statement to become and
remain effective for the period of the distribution contemplated
thereby;
(ii) Prepare
and file with the Commission such 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 the period specified
herein and comply with the provisions of the Securities Act with respect to
the
disposition of all Registrable Shares covered by such registration statement
in
accordance with the sellers’ intended method of disposition set forth in such
registration statement for such period;
(iii) Furnish
to each seller of Registrable Shares and to each underwriter such number of
copies of the registration statement and each such amendment and supplement
thereto (in each case including all exhibits) and the prospectus included
therein (including each preliminary prospectus) as such Persons reasonably
may
request in order to facilitate the public sale or other disposition of the
Registrable Shares covered by such registration statement;
(iv) Use
its
best efforts to register or qualify the Registrable Shares covered by such
registration statement under the securities or “blue sky” laws of such
jurisdictions as the sellers of Registrable Shares or, in the case of an
underwritten public offering, the managing underwriter reasonably shall request,
provided that the Company shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any jurisdiction
where it is not so qualified or to consent to general service of process in
any
such jurisdiction, unless the Company is already subject to service in such
jurisdiction;
(v) Use
its
best efforts to comply with all applicable rules and regulations under the
Securities Act and Exchange Act;
(vi)
Immediately notify each seller of Registrable Shares and each underwriter under
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
of which the Company has knowledge as a result of which the prospectus contained
in such 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 not misleading in light
of
the circumstances then existing, and promptly prepare and furnish to such seller
a reasonable number of copies of a prospectus supplemented or amended so that,
as thereafter delivered to the purchasers of such Registrable Shares, 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;
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(vii) Upon
reasonable notice and at reasonable times during normal business hours, make
available for inspection by any underwriter participating in any distribution
pursuant to such registration statement, and any attorney, accountant or other
agent retained by such underwriter, reasonable access to all financial and
other
records, pertinent corporate documents and properties of the Company, as such
parties may reasonably request, and cause the Company’s officers, directors and
employees to supply all information reasonably requested by any such
underwriter, attorney, accountant or agent in connection with such registration
statement;
(viii) Cooperate
with the selling holders of Registrable Shares to facilitate the timely
preparation and delivery of certificates representing Registrable Shares to
be
sold, such certificates to be in such denominations and registered in such
names
as such holders may request at least two business days prior to any sale of
Registrable Shares; and
(ix) Permit
any holder of Registrable Shares which holder, in the sole and exclusive
judgment, exercised in good faith, of such holder, might be deemed to be a
controlling Person of the Company, to participate in good faith in the
preparation of such registration or comparable statement and to require the
insertion therein of material, furnished to the Company in writing, which in
the
reasonable judgment of such holder and its counsel should be
included.
(b) For
purposes of this Agreement, the period of distribution of Registrable Shares
in
any other registration shall be deemed to extend until the earlier of the sale
of all Registrable Shares covered thereby or one year after the initial filing
of the registration statement was filed.
(c) Whenever
under the preceding Sections of this Agreement the holders of Registrable Shares
are registering such shares pursuant to any registration statement, each such
holder agrees to (i) timely provide in writing to the Company, at its request,
such information and materials as the Company may reasonably request in order
to
effect the registration of such Registrable Shares in compliance with federal
and applicable state securities laws, and (ii) provide the Company with
appropriate representations with respect to the accuracy of such information
provided by such Sellers pursuant to subsection (i).
Section
7. Expenses.
In the
case of the registration statement under Section 2 of this Agreement, the
Company shall bear all costs and expenses of each such registration, including,
but not limited to, all registration and filing fees, printing expenses, fees
and disbursements of counsel and independent public accountants for the Company,
fees and expenses (including counsel fees) incurred in connection with complying
with state securities or “blue sky” laws, fees of the Financial Industry
Regulatory Authority (as any successor thereto), transfer taxes, and fees of
transfer agents and registrars (collectively, “Registration
Expenses”).
The
Company shall have no obligation to pay or otherwise bear any portion of the
underwriters’ commissions or discounts attributable to the Registrable Shares
(“Selling
Expenses”).
All
Selling Expenses in connection with the registration statement under Section
2
of this Agreement shall be borne by the participating sellers (including the
Company, where applicable) in proportion to the number of shares registered
by
each, or by such participating sellers other than the Company (to the extent
the
Company shall be a seller) as they may agree.
Section
8. Conditions
to Registration Obligations.
The
Company shall not be obligated to effect the registration of Registrable Shares
pursuant to Section 2 of this Agreement unless all holders of shares being
registered consent to reasonable conditions imposed by the Company as the
Company shall determine with the advice of counsel to be required by law
including, without limitation:
(a) Conditions
prohibiting the sale of shares by such holders until the registration shall
have
been effective for a specified period of time;
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(b) Conditions
requiring such holder to comply with all prospectus delivery requirements of
the
Securities Act and with all anti-stabilization, anti-manipulation and similar
provisions of Section 10 of the Exchange Act and any rules issued thereunder
by
the Commission, and to furnish to the Company information about sales made
in
such public offering;
(c) Conditions
prohibiting such holders upon receipt of telegraphic or written notice from
the
Company (until further notice) from effecting sales of shares, such notice
being
given to permit the Company to correct or update a registration statement or
prospectus; and
(d) Conditions
requiring that at the end of the period during which the Company is obligated
to
keep the registration statement effective, the holders of shares included in
the
registration statement shall discontinue sales of shares pursuant to such
registration statement upon receipt of notice from the Company of its intention
to remove from registration the shares covered by such registration statement
that remain unsold, and requiring such holders to notify the Company of the
number of shares registered that remain unsold immediately upon receipt of
notice from the Company.
Section
9. Miscellaneous.
(a) No
failure or delay on the part of any party to this Agreement in exercising any
right, power or remedy hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right, power or remedy preclude
any
other or further exercise thereof or the exercise of any other right, power
or
remedy hereunder. The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.
(b) Except
as
hereinafter provided, amendments or additions to this Agreement may be made,
termination of this Agreement, and compliance with any covenant or provision
set
forth herein may be omitted or waived, only with the written consent of the
Company and the holder or holders of at least a majority in interest of the
Registrable Shares; provided, however, that any modification or amendment that
affects any such holder in a manner different from the effect on the other
holders of Registrable Shares shall require the affirmative approval of such
holder. Any waiver or consent may be given subject to satisfaction of conditions
stated therein and any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. Notwithstanding the
foregoing, this Agreement may be amended to add new parties and/or Registrable
Shares the Company consents thereto and any new party executes and delivers
to
the Company a copy of the signature page hereto.
(c) All
notices, requests, consents and other communications hereunder shall be in
writing, shall be addressed to the receiving party’s address set forth below or
to such other address as a party may designate by notice hereunder, and shall
be
either (i) delivered by hand, (ii) made by telecopy or facsimile transmission,
(iii) sent by overnight courier, or (iv) sent by registered or certified
mail, return receipt requested, postage prepaid:
If
to the
Company to:
PSM
Holdings, Inc.
Xxxx
Xxxxxx
Xxxxxxx,
XX 00000
Attn:
Xxxxxxx X. Xxxxx, President
Fax
No:
(000) 000-0000
With
a
copy to:
Xxxxxx
X.
Xxxxx
Attorney
at law
0000
Xxxxxxx Xxxxxx
Xxxxx
000
Xxxxx
Xxxxxx, XX 00000
Fax
No:
(000) 000-0000
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If
to any
Shareholder to:
The
address of such Shareholder as set forth in the records of the
Company
All
notices, requests, consents and other communications hereunder shall be deemed
to have been given either (i) if by hand, at the time of the delivery thereof
to
the receiving party at the address of such party set forth above, (ii) if made
by telecopy or facsimile transmission, at the time that receipt thereof has
been
acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight
courier, on the next business day following the day such notice is delivered
to
the courier service, or (iv) if sent by registered or certified mail, on the
fifth business day following the day such mailing is made.
(d) This
Agreement constitutes the entire agreement between the parties and supersede
any
prior understandings or agreements concerning the subject matter
hereof.
(e) In
the
event that any court of competent jurisdiction shall determine that any
provision, or any portion thereof, contained in this Agreement shall be
unenforceable in any respect, then such provision shall be deemed limited to
the
extent that such court deems it enforceable, and as so limited shall remain
in
full force and effect. In the event that such court shall deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions
of
this Agreement shall nevertheless remain in full force and effect.
(f) The
parties hereto acknowledge and agree that (i) each party and its counsel,
if so represented, reviewed and negotiated the terms and provisions of this
Agreement and have contributed to its revision and (ii) the rule of
construction to the effect that any ambiguities are resolved against the
drafting party shall not be employed in the interpretation of this
Agreement.
(g) All
statements, representations, warranties, covenants and agreements in this
Agreement shall be binding on the parties hereto and shall inure to the benefit
of the respective successors and permitted assigns of each party
hereto.
(h) This
Agreement and the rights and obligations of the parties hereunder shall be
construed in accordance with and governed by the law of the State of New Mexico
without giving effect to the conflict of law principles thereof.
(i) Any
legal
action or proceeding with respect to this Agreement may be brought in the courts
of the State of New Mexico or of the United States of America for the District
of New Mexico. By execution and delivery of this Agreement, each of the parties
hereto accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Each of the parties
hereto irrevocably consents to the service of process of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by certified mail, postage prepaid, to the party at its address set
forth in Section 9(c) hereof.
(j) In
the
event of any change in the Common Stock or other securities covered hereunder,
by way of a stock split, stock dividend, combination or redemption, or through
merger, consolidation, reorganization or otherwise, appropriate adjustment
shall
be made in the provisions hereof, including, without limitation, an equitable
adjustment of all numbers of outstanding shares herein.
(k) No
failure or delay by a party hereto in exercising any right, power or remedy
under this Agreement, and no course of dealing among the parties hereto, shall
operate as a waiver of any such right, power or remedy of the party. No single
or partial exercise of any right, power or remedy
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under
this Agreement by a party hereto, nor any abandonment or discontinuance of
steps
to enforce any such right, power or remedy, shall preclude such party from
any
other or further exercise thereof or the exercise of any other right, power
or
remedy hereunder. The election of any remedy by a party hereto shall not
constitute a waiver of the right of such party to pursue other available
remedies. No notice to or demand on a party not expressly required under this
Agreement shall entitle the party receiving such notice or demand to any other
or further notice or demand in similar or other circumstances or constitute
a
waiver of the rights of the party giving such notice or demand to any other
or
further action in any circumstances without such notice or demand.
(l) The
headings and captions of the various subdivisions of this Agreement are for
convenience of reference only and shall in no way modify or affect the meaning
or construction of any of the terms or provisions hereof.
(m) This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument, and any of the parties
hereto may execute this Agreement by signing any such counterparts.
[Signatures
contained on the following page]
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IN
WITNESS WHEREOF,
the
Company has executed this Agreement as of the Effective Date and the undersigned
Shareholder has executed or caused this Agreement to be executed by its duly
authorized representative as of the date set forth below.
|
PSM
Holdings, Inc.
By:
________________________________________
Name:
Title:
|
||
|
If
the undersigned is an individual, complete the following:
|
||
|
Date:
_________________, 2008
|
____________________________________________
Signature
Print
Name:
|
|
|
If
the undersigned is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY
COMPANY,
TRUST, or other entity, complete the following:
NOTE:
By signing below, the individual executing this Agreement on behalf
of the
undersigned entity represents and warrants to the Company that (i)
the
entity is duly authorized to enter into this Agreement; (ii) he or
she is
duly authorized to represent the entity in this transaction; and
(iii) he
or she is duly authorized to execute this Agreement on behalf of
the
entity.
|
||
|
Type
or print the exact name of the Partnership, Corporation, Limited
Liability
Company, Trust, or other entity
|
||
|
Type
or print name of the individual signing on behalf of the partnership,
corporation, limited liability company, trust or other
entity
|
Signature
of the individual signing on behalf of the partnership, corporation,
limited liability company, trust or other entity
|
|
|
Date:
____________________, 2008
|
||
|
Registrable
Shares: Aggregated
Number of Shares:
_____________________________________________________________
Certificate
Number(s):
____________________________________________________________________
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||
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10
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