EXHIBIT 4
REGISTRATION AGREEMENT
THIS REGISTRATION AGREEMENT, dated as of January 25, 2002 (this "AGREEMENT"), is
entered into among XXXXXXX & XXXXX, INC., an Ohio corporation ("R&M PARENT"),
XXXXX XXXXXXX-XXXXX ("BFS"), and RANDOMAT INTERNATIONAL B.V., a Netherlands
Antilles company which is wholly-owned by BFS and members of his family
("RANDOMAT"), under the following circumstances:
A. BFS sold to Xxxxxxx & Xxxxx Holdings, Inc., a Delaware corporation owned
by R&M Parent ("BUYER"), all of the issued and outstanding capital stock of
Romaco N.V., a Netherlands Antilles corporation ("ROMACO"), on August 31, 2001
pursuant to a Stock Purchase Agreement among BFS, Buyer, and R&M Parent dated
August 10, 2001 (the "PURCHASE AGREEMENT");
B. Pursuant to Section 2.05 of the Purchase Agreement, 600,000 shares of
R&M Parent Stock, evidenced by Stock Certificate No. RM-0321, registered in the
name of BFS and dated August 31, 2001, were issued to BFS (the "BFS SHARES");
C. Pursuant to an Agreement Relating to Escrow Shares, dated January 2,
2002, among R&M Parent, BFS, and Randomat, BFS transferred the BFS Shares to
Randomat; and
D. In order to induce BFS to execute and deliver the Purchase Agreement,
R&M Parent agreed that the BFS Shares would be registered under the Securities
Act of 1933, as amended (the "SECURITIES ACT") and applicable state securities
laws;
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, R&M PARENT, BFS, AND RANDOMAT 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 "SHAREHOLDERS" means BFS, Randomat, and any of their transferees or
assignees who receive or acquire Registrable Securities and who are entitled to
the benefit of this Agreement as provided in Article VIII hereof.
1.2 The terms "REGISTER," "REGISTERED," and "REGISTRATION" refer to a
registration effected by preparing and filing a Registration Statement in
compliance with the Securities Act and pursuant to Rule 415 promulgated
thereunder and the declaration or ordering of effectiveness of such Registration
Statement by the SEC.
1.3 "REGISTRABLE SECURITIES" means the BFS Shares and any capital
shares issued or issuable from time to time (with any adjustments) in exchange
for or otherwise with respect to the BFS Shares; provided that securities 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.
1.4 "REGISTRATION PERIOD" means the period between the date of this
Agreement and the earliest of (i) September 1, 2004 and (ii) the date on which
all of the Registrable Securities have been sold by the Shareholders under the
Registration Statement or pursuant to Rule 144.
1.5 "REGISTRATION STATEMENT" means a Registration Statement of R&M
Parent filed 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 REGISTRATION. R&M Parent will use its reasonable best efforts to
file with the SEC within five business days after the date of this Agreement a
Registration Statement on Form S-3 registering the Registrable Securities for
resale.
2.2 EFFECTIVENESS OF THE REGISTRATION STATEMENT. R&M Parent 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. R&M Parent's reasonable best efforts will include, but are not
limited to, promptly responding to all comments received from the staff of the
SEC. If R&M Parent receives notification from the SEC that the Registration
Statement will receive no action or review from the SEC, then R&M Parent will
request that the Registration Statement become effective within five business
days after such SEC notification.
ARTICLE III
ADDITIONAL OBLIGATIONS OF R&M PARENT
3.1 CONTINUED EFFECTIVENESS OF REGISTRATION STATEMENT. Subject to the
limitations set forth in Section 3.4, R&M Parent 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 Shareholders, any Registration
Statement (including any amendments or supplements thereto and prospectuses
contained therein) filed by R&M Parent 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
light of
the circumstances in which they were made, not misleading. R&M Parent 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 3.4), and, during such period, will
comply with the provisions of the Securities Act with respect to the disposition
of all Registrable Securities of R&M Parent covered by the Registration
Statement until the termination of the Registration Period, or if earlier, until
such time as all of such Registrable Securities have been disposed of.
3.3 FURNISHING DOCUMENTATION. R&M Parent will furnish to the
Shareholders whose Registrable Securities are included in a Registration
Statement, and legal counsel, representing the Shareholders, (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
documents as the Shareholders may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by the Shareholder. R&M Parent
will notify by facsimile the Shareholders 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.
3.4 SUSPENSION OF RESALE RIGHTS.
(a) R&M Parent will notify (by telephone and also by facsimile) each
Shareholder who holds Registrable Securities being sold pursuant to a
Registration Statement of the happening of any event of which R&M Parent 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. R&M Parent will make such notification as soon as
practicable after R&M Parent becomes aware of the event (but in no event will
R&M Parent be required to disclose to any Shareholder 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 Shareholder as each Shareholder may reasonably request.
(b) Notwithstanding the obligations under Section 3.4(a), if in the
good faith judgment of R&M Parent, following consultation with legal counsel, it
would be detrimental to R&M Parent and its shareholders for resales of
Registrable Securities to be made pursuant to the Registration Statement due to
(i) the existence of a material development or potential material development
involving R&M Parent which R&M Parent 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 R&M Parent
and its shareholders, or (ii) in the good faith judgment of R&M Parent, it would
adversely affect or require premature disclosure of the filing
of an R&M Parent-initiated registration of any class of its equity securities,
R&M Parent will have the right to suspend the use of the Registration Statement
for a period of not more than 30 days, provided, however, that R&M Parent may so
defer or suspend the use of the Registration Statement no more than 60 days in a
calendar year, and provided, further, that, after deferring or suspending the
use of the Registration Statement, R&M Parent may not again defer or suspend the
use of the Registration Statement until a period of thirty days has elapsed
after resumption of the use of the Registration Statement.
(c) Subject to R&M Parent's rights under this Section 3, R&M Parent
will use its reasonable 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 reasonable best efforts to obtain the withdrawal
of such order at the earliest possible time (including in each case by amending
or supplementing such Registration Statement) and R&M Parent will notify each
Shareholder that holds Registrable Securities being sold of the issuance of such
order on the date thereof and the resolution thereof (and if such Registration
Statement is supplemented or amended, deliver such number of copies of such
supplement or amendment to each Shareholder as such Shareholder may reasonably
request).
(d) Notwithstanding anything to the contrary contained herein or in the
Purchase Agreement, if the use of the Registration Statement is suspended by R&M
Parent, R&M Parent will give notice of the suspension to all the Shareholders
whose securities are covered by the Registration Statement on the date of such
suspension, and will notify each such Shareholder on the date that the use of
the Registration Statement may be resumed.
3.6 REVIEW BY THE SHAREHOLDERS. R&M Parent will provide Duke, Holzman,
Xxxxxx & Xxxxxxxxx LLP, as counsel for BFS, an opportunity 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 prior to their filing with the SEC, and will not file any document in a
form to which such counsel reasonably objects, unless otherwise required by law
in the opinion of R&M Parent's counsel. The sections of any such Registration
Statement including information with respect to the Shareholders, the
Shareholders' beneficial ownership of securities of R&M Parent or the
Shareholders' intended method of disposition of Registrable Securities must
conform to the information provided to R&M Parent by each of the Shareholders.
3.7 LISTING. R&M Parent shall use reasonable best efforts to cause all
of the Registrable Securities covered by the Registration Statement to be listed
on each national securities exchange on which securities of the same class or
series issued by R&M Parent are then listed, if any.
3.8 SHARE CERTIFICATES. Subject to the provisions of the Escrow
Agreement, R&M Parent will cooperate with the Shareholders 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.
3.9 SECURITIES LAWS COMPLIANCE. R&M Parent will comply with all
applicable laws related to any Registration Statement relating to the sale of
Registrable Securities and to offering
and sale of securities and with all applicable rules and regulations of
governmental authorities in connection therewith (including, without limitation,
the Securities Act, the Securities Exchange Act of 1934, as amended and the
rules and regulations promulgated by the SEC).
3.10 FURTHER ASSURANCES. R&M Parent will take all other reasonable
actions as any Shareholder may reasonably request to expedite and facilitate
disposition by such Shareholder of the Registrable Securities pursuant to the
Registration Statement.
ARTICLE IV
OBLIGATIONS OF THE SHAREHOLDERS
4.1 SHAREHOLDER INFORMATION. As a condition to the obligations of R&M
Parent to complete any registration pursuant to this Agreement with respect to
the Registrable Securities of each Shareholder, such Shareholder will furnish to
R&M Parent 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 R&M Parent to effect the registration of the
Registrable Securities.
4.2 FURTHER ASSURANCES. Each Shareholder will cooperate with R&M
Parent, as reasonably requested by R&M Parent, in connection with the
preparation and filing of any Registration Statement.
4.3 SUSPENSION OF SALES. Upon receipt of any notice from R&M Parent
under Section 3.4, each Shareholder 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 3.4(a) or (ii) R&M Parent advises the
Shareholder that a suspension of sales under Section 3.4(b) has terminated.
ARTICLE V
EXPENSES OF REGISTRATION
R&M Parent will bear all reasonable expenses, other than underwriting
or broker discounts and commissions, the fees of counsel to BFS and any of the
shareholders, and transfer taxes, if any, incurred in connection with
registrations and filings pursuant to this Agreement, including, without
limitation, all registration and listing fees, printers and accounting fees, and
the fees and disbursements of counsel for R&M Parent.
ARTICLE VI
INDEMNIFICATION
6.1 INDEMNIFICATION OF THE SHAREHOLDERS. To the extent permitted by
law, R&M Parent will indemnify and hold harmless each Shareholder that holds
such Registrable Securities, any directors or officers of such Shareholder or
any person who controls such Shareholder within the meaning of the Securities
Act or the Exchange Act (each, a "Shareholder 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 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 the omission or alleged omission to state therein 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, (b) any untrue statement or alleged untrue statement of a material
fact contained in the prospectus related to the Registration Statement (as it
may be amended or supplemented) or the omission or alleged omission to state
therein any material fact necessary to make the statements made therein, in
light of the circumstances under which the statements therein were made, not
misleading, or (c) any violation or alleged violation by R&M Parent 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 (the matters in the foregoing clauses (a) through (c)
being, collectively, "Violations"). R&M Parent will reimburse the Shareholders
and each such controlling person and other Shareholder Indemnified Person,
promptly as such expenses are incurred and are due and payable, for any 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 R&M Parent by a Shareholder Indemnified Person expressly for use in
connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto, if such prospectus was timely made
available by R&M Parent pursuant to Section 3.3 hereof; (ii) does not apply to a
Claim arising out of or based on any failure by any Shareholder 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 R&M Parent, 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 Shareholder Indemnified Persons and will survive the transfer of the
Registrable Securities by the Shareholders under Article VIII of this Agreement.
6.2 INDEMNIFICATION OF R&M PARENT AND CERTAIN SHAREHOLDERS. Each
Shareholder 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, R&M Parent,
each of its directors, each of its officers who signs the Registration
Statement, each person, if any, who controls R&M Parent 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, a "R&M Parent Indemnified Person")
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 clause
(a) or (b) in 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 R&M
Parent by such Shareholder expressly for use in connection with such
Registration Statement or (b) any failure by such Shareholder 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 Shareholder will promptly
reimburse R&M Parent and any R&M Parent Indemnified Person any legal or other
expenses, promptly as such expenses are incurred and due and payable, which are
reasonably incurred by them in connection with investigating or defending any
such Claim. However, the indemnity agreement contained in this Section 6.2 does
not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of such Shareholder, which consent
will not be unreasonably withheld, and no Shareholder will be liable under this
Agreement (including this Section 6.2 and Article VII) for the amount of any
Claim that exceeds the net proceeds actually received by such Shareholder as a
result of the sale of Registrable Securities pursuant to such Registration
Statement. This indemnity will remain in full force and effect regardless of any
investigation made by or on behalf of an R&M Parent Indemnified Person and will
survive the transfer of the Registrable Securities by the Shareholders under
Article VIII of this Agreement.
6.3 NOTIFICATION AND OTHER INDEMNIFICATION PROCEDURES. Promptly after
receipt by either a Shareholder Indemnified Person or a R&M Parent Indemnified
Person (as the case may be, the Indemnified Person) under this Article VI of
notice of the commencement of any action (including any governmental action),
such Indemnified Person 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. 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 and the indemnifying party would be inappropriate due
to actual or potential conflicts of interest between the Indemnified Person 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 and such Indemnified Person reasonably determines that there
may be legal defenses available to such Indemnified Person that are different
from or in addition to those available to the indemnifying party, then the
Indemnified Person is entitled to assume such defense and may retain its own
counsel, with the 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 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 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 make the maximum contribution with
respect to any amounts for which it would otherwise be liable under Article VI
to the fullest extent permitted by law. 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, (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 seller of Registrable Securities who was not guilty of such fraudulent
misrepresentation, and (c) contribution (together with any indemnification or
other obligations under this Agreement) by any seller of Registrable Securities
will be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.
ARTICLE VIII
ASSIGNMENT OF REGISTRATION RIGHTS
The rights of the Shareholders hereunder shall be assignable by each Shareholder
to any transferee or assignee of the Registrable Securities with the consent of
R&M Parent (which consent shall not be unreasonably withheld), if (a) the
Shareholder agrees in writing with the transferee or assignee to assign such
rights, and a copy of such agreement is furnished to R&M Parent within a
reasonable time after such assignment, (b) R&M Parent 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 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 R&M Parent
received the written notice contemplated by clause (b) of this sentence, the
transferee or assignee agrees in writing with R&M Parent 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 is
an accredited investor as that term is defined in Rule 501 of Regulation D. Any
transferee or assignee of a Shareholder under Article IX shall be deemed a
"Shareholder" for all purposes of this Agreement, and shall be entitled to all
rights of, and subject to all obligations (including indemnification
obligations) of, a Shareholder hereunder.
ARTICLE IX
AMENDMENT OF REGISTRATION RIGHTS
This Agreement may be amended and the obligations hereunder may be waived only
with the written consent of R&M Parent and of the Shareholders who then hold a
majority in interest of the Registrable Securities (but not including any
Shareholder who is not affected by such amendment or waiver). Any amendment or
waiver effected in accordance with this Article IX is binding upon each
Shareholder and R&M Parent.
ARTICLE X
MISCELLANEOUS
10.1 NOTICES. 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.
10.2 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.
10.3 GOVERNING LAW. This Agreement will be governed by and interpreted
in accordance with the laws of the State of New York without regard to the
principles of conflict of laws.
10.4 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.
10.5 SUCCESSORS AND ASSIGNS. Subject to the requirements of Article
VIII 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 VIII, the rights
of an Shareholder hereunder are assignable to and exercisable by a bona fide
pledgee of the Registrable Securities in connection with an Shareholder's margin
or brokerage accounts.
10.6 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.
10.7 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.
10.8 DATE BFS SHARES BECOME ELIGIBLE FOR SALE. The second sentence of
Section 2.04 of the Purchase Agreement is deleted in its entirety and in its
place is substituted the following: "After March 31, 2002, Seller may sell up to
200,000 of such shares; after October 6, 2002, Seller may sell an additional
200,000 of such shares; and after March 31, 2003, Seller may sell an additional
200,000 of such shares."
[THE NEXT PAGE IS THE SIGNATURE PAGE]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed as of the date first above written.
"BFS"
XXXXX XXXXXXX-XXXXX
/s/ Xxxxx Xxxxxxx-Xxxxx
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"R&M Parent"
XXXXXXX & XXXXX, INC.
By: /s/ Xxxxxx X. Xxxxx
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Title: Secretary
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"Randomat"
RANDOMAT INTERNATIONAL B.V.
By: /s/ Xxxxxxxx Xxxxxx
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Title: Director
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