Exhibit 10.2
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of June
13, 2003, by and among (i) VI ACQUISITION CORP., a Delaware corporation (the
"Company"), (ii) WIND POINT PARTNERS IV, L.P., WIND POINT PARTNERS V, L.P. and
WIND POINT IV EXECUTIVE ADVISOR PARTNERS, L.P., each of which is a Delaware
limited partnership, and WIND POINT ASSOCIATES IV, LLC, a Delaware limited
liability company (collectively, "WPP"), (iii) MID OAKS INVESTMENTS, LLC, a
Delaware limited liability company ("Mid Oaks"), (iv) X.X. XXXXXXX PRIVATE
EQUITY PARTNERS QP II, L.P. and X.X. XXXXXXX PRIVATE EQUITY PARTNERS II, L.P.,
each of which is a Delaware limited partnership (collectively, "AGE"), (v) XXXXX
XXXXXX ("Xxxxxx"), (vi) XXXXXX XXX XXXXXXXXXX ("van Benthuysen," and together
with WPP, Mid Oaks, AGE, Xxxxxx, and any additional Stockholder (as defined
below) that WPP deems an Investor pursuant to Section 10(f) hereof, the
"Investors"), (vii) the Executives identified on the signature pages to this
Agreement (such persons, together with any other executive employee of the
Company who, at any time, acquires securities of the Company and executes a
counterpart of this Agreement or otherwise agrees to be bound by this Agreement,
individually, an "Executive" and collectively the "Executives"), (viii) each of
the entities set forth on Exhibit A attached hereto and each permitted
transferee thereof who executes a counterpart of this Agreement or otherwise
agrees to be bound by this Agreement, as the "Warrant Security Holders", and
(ix) each other Person who, at any time, acquires securities of the Company and
executes a counterpart of this Agreement or otherwise agrees to be bound by this
Agreement (collectively, the "Other Stockholders"). The Investors, the
Executives, the initial Warrant Security Holders and the Other Stockholders are
collectively referred to herein as the "Stockholders" and individually as a
"Stockholder."
The Company, the Investors and the Executives are parties to a Stock
Purchase Agreement dated as of June 13, 2003 (the "Stock Purchase Agreement"),
and the Company, its subsidiary and the initial Warrant Security Holders are
parties to an Investment Agreement dated as of June 13, 2003 (the "Investment
Agreement" and, together with the Stock Purchase Agreement, the "Purchase
Agreements"). In order to induce the Investors and the Executives to enter into
the Stock Purchase Agreement and the initial Warrant Security Holders to enter
into the Investment Agreement, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the closings under the Purchase Agreements.
Unless otherwise provided in this Agreement, capitalized terms used herein shall
have the respective meanings set forth in Section 9 hereof.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree
as follows:
1. Demand Registrations.
(a) Requests for Registration. Subject to the terms of this Agreement, (i)
the holders of a majority of the Investor Registrable Securities may, at any
time, request registration under the Securities Act of all or any portion of
their Investor Registrable Securities on Form S-1 or any similar long-form
registration ("Long-Form Registrations") or, if available, on Form S-2 or
S-3 or any similar short-form registration ("Short-Form Registrations"), and
(ii) the holders of a majority of the Warrant Registrable Securities may, 180
days after any Qualified Public Offering (provided that if such Qualified Public
Offering is the Company's initial Public Offering, the following demand
registration rights shall not require an underwritten offering conducted prior
to the first anniversary of the closing of such initial public offering),
request up to two (2) Short-Form Registrations or, if Short-Form Registration is
not available, such registrations shall be Long-Form Registrations (any such
registration pursuant to this Section 1, a "Demand Registration"). Each request
for a Demand Registration shall specify the approximate number of Registrable
Securities requested to be registered and the anticipated per share price range
for such offering. Within ten (10) days after receipt of any such request, the
Company shall give written notice of such requested registration to all other
holders of Registrable Securities and shall include in such registration all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within fifteen (15) days after the receipt of the
Company's notice by such other holders of Registrable Securities, subject to
Section 1(d) hereof.
(b) Long-Form Registrations.
(i) The holders of Investor Registrable Securities shall be entitled to
request (A) two (2) Long-Form Registrations in which the Company shall pay all
Registration Expenses ("Company-paid Long-Form Registrations") and (B) an
unlimited number of Long-Form Registrations in which the holders of Investor
Registrable Securities register and sell Registrable Securities with an
aggregate price paid by the public of at least $500,000 and in which the holders
of Registrable Securities shall pay their share of the Registration Expenses as
set forth in Section 5 hereof. A registration shall not count as one of the
permitted Long-Form Registrations until it has become effective and no
Company-paid Long-Form Registration shall count as one of the permitted
Long-Form Registrations unless the holders of Registrable Securities are able to
register and sell at least ninety percent (90%) of the Registrable Securities
requested to be included in such registration; provided that in any event the
Company shall pay all Registration Expenses in connection with any registration
initiated as a Company-paid Long-Form Registration whether or not it has become
effective, and further provided that if the Company pays for such registration,
it shall count as one of the permitted Company-paid Long-Form Registrations for
the Investors.
(ii) If the holders of Warrant Registrable Securities request a Long-Form
Registration pursuant to the provisions of Section 1(a)(ii) hereof, the Company
shall pay all Registration Expenses ("Company-paid Warrant Long-Form
Registrations"). Such a Demand Registration shall not count as one of the
permitted Company-paid Long Form Registrations for the Warrant Security Holders
until it has become effective, and no Demand Registration shall count as one of
the permitted Company-paid Long-Form Registrations for the Warrant Security
Holders unless the holders of Warrant Registrable Securities are able to
register and sell at least ninety percent (90%) of the Warrant Registrable
Securities requested to be included in such registration; provided that in any
event the Company shall pay all Registration Expenses in connection with any
registration initiated as a Company-paid Long-Form Registration whether or not
it has become effective, and further provided that if the Company pays for such
registration, it shall count as one of the permitted Company-paid Long-Form
Registrations for the Warrant Security Holders.
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(c) Short-Form Registrations.
(i) In addition to the Long-Form Registrations provided pursuant to
Section 1(b), the holders of Investor Registrable Securities shall be entitled
to request an unlimited number of Short-Form Registrations in which the Company
shall pay all Registration Expenses. Demand Registrations shall be Short-Form
Registrations whenever the Company is permitted to use any applicable short
form. After the Company has become subject to the reporting requirements of the
Securities Exchange Act, the Company shall use its best efforts to make
Short-Form Registrations on Form S-3 available for the sale of Registrable
Securities.
(ii) If the Warrant Security Holders request a Short-Form Registration
pursuant to the provisions of Section 1(a)(ii) hereof, the Company shall pay all
Registration Expenses ("Company-paid Short-Form Registrations"). Such a
registration shall not count as one of the permitted Short-Form Registrations
for the Warrant Security Holders until it has become effective, and no
Company-paid Short-Form Registration shall count as one of the permitted
Short-Form Registrations for Warrant Registrable Securities unless the holders
of Warrant Registrable Securities are able to register and sell at least ninety
percent (90%) of the Warrant Registrable Securities requested to be included in
such registration; provided that in any event the Company shall pay all
Registration Expenses in connection with any registration initiated as a
Company-paid Short-Form Registration whether or not it has become effective, and
further provided that if the Company pays for such registration, it shall count
as one of the permitted Company-paid Short-Form Registrations for the Warrant
Security Holders.
(d) Priority on Demand Registrations. The Company shall not include in any
Demand Registration any securities that are not Registrable Securities without
the prior written consent of the holders of a majority of the Registrable
Securities included in such registration. If a Demand Registration is an
underwritten offering and the managing underwriters advise the Company in
writing that in their opinion the number of Registrable Securities and, if
permitted hereunder, other securities requested to be included in such offering
exceeds the number of Registrable Securities and other securities, if any, which
can be sold in an orderly manner in such offering within a price range
acceptable to the holders of a majority of the Registrable Securities to be
included in such registration, without adversely affecting the marketability or
valuation of the offering, the Company shall include in such registration (i)
first, the Registrable Securities of the holders exercising one of their Demand
Registration Rights and the number of Investor Registrable Securities not
subject to an exercised Demand Registration Right requested to be included in
such registration, (ii) second, the number of Warrant Registrable Securities not
subject to an exercised Demand Registration Right requested to be included in
such registration which, in the opinion of such underwriters can be sold without
adverse effect, pro rata among the respective holders thereof on the basis of
the number of Registrable Securities owned by each such holder, (iii) third, the
number of Executive Registrable Securities requested to be included in such
registration which in the opinion of such underwriters can be sold without
adverse effect, pro rata among the respective holders thereof on the basis of
the number of Registrable Securities owned by each such holder, (iv) fourth, the
number of Other Stockholder Registrable Securities requested to be included in
such registration which in the opinion of such underwriters can be sold without
adverse effect, pro rata among the holders of such securities on the basis of
the number of such securities owned by each such holder and (v) fifth,
securities other than Registrable Securities requested to be included in such
registration which in the opinion of such
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underwriters can be sold without adverse effect, pro rata among the holders of
such securities on the basis of the number of such securities owned by each such
holder. Any Persons other than holders of Registrable Securities who participate
in Demand Registrations which are not at the Company's expense must pay their
share of the Registration Expenses as provided in Section 5 hereof., unless the
Company and the holders of a majority of the Registrable Securities included in
such registration consent to the Company's payment of such Registration
Expenses.
(e) Restrictions on Long-Form Registrations. The Company shall not be
obligated to effect any Long-Form Registration within one hundred eighty (180)
days after the effective date of a previous Long-Form Registration or a previous
registration in which the holders of Registrable Securities were given piggyback
rights pursuant to Section 2 and in which there was no reduction in the number
of Registrable Securities included in the number requested to be included. The
Company may postpone for up to one hundred eighty (180) days the filing or the
effectiveness of a registration statement for a Demand Registration if the
Company agrees that such Demand Registration would reasonably be expected to
have a material adverse effect on any proposal or plan by the Company or any of
its subsidiaries to engage in any acquisition of assets (other than in the
ordinary course of business) or any merger, consolidation, tender offer,
reorganization or similar transaction; provided, that in such event, the holders
of Registrable Securities initially requesting such Demand Registration shall be
entitled to withdraw such request and, if such request is withdrawn, such Demand
Registration shall not count as one of the permitted Demand Registrations
hereunder and the Company shall pay all Registration Expenses in connection with
such registration. The Company may delay a Demand Registration hereunder only
once in any twelve-month period.
(f) Selection of Underwriters. The holders of a majority of the
Registrable Securities included in any Demand Registration shall have the right
to select the investment banker(s) and manager(s) to administer the offering,
subject to the approval of the Company, which approval shall not unreasonably be
withheld or delayed.
(g) Other Registration Rights. Except as provided in this Agreement, the
Company shall not grant to any Persons the right to request the Company to
register any equity securities of the Company, or any securities, options or
rights convertible or exchangeable into or exercisable for such securities,
without the prior written consent of the holders of a majority of the
Registrable Securities; provided, however, that to the extent that such rights
are granted other than pursuant to Section 10(f) and provide for priority on
Demand Registrations or priority on Piggyback Registrations ahead of the rights
of the Warrant Security Holders set forth in Section 1(d) and Sections 2(b) and
2(c), respectively, no such rights shall be granted without the prior written
consent of the holders of a majority of the Warrant Registrable Securities, not
to be unreasonably withheld.
2. Piggyback Registrations.
(a) Right to Piggyback. Whenever the Company proposes to register any of
its securities under the Securities Act (other than pursuant to a Demand
Registration hereunder) and the registration form to be used may be used for the
registration of Registrable Securities (a "Piggyback Registration"), the Company
shall give prompt written notice (in any event within three business days after
its receipt of notice of any exercise of demand registration rights other
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than under this Agreement) to all holders of Registrable Securities of its
intention to effect such a registration and subject to the priorities set forth
in Sections 2(b) and 2(c) below, shall include in such registration all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within fifteen (15) days after the receipt of the
Company's notice by such holders of Registrable Securities. The Registration
Expenses of the holders of Registrable Securities shall be paid by the Company
in all Piggyback Registrations, whether or not such registration is consummated.
(b) Priority on Primary Registrations. If a Piggyback Registration is an
underwritten primary registration on behalf of the Company and the managing
underwriters advise the Company in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in an orderly manner in such offering within a price range
acceptable to the Company, the Company shall include in such registration (i)
first, the securities the Company proposes to sell, (ii) second, the Investor
Registrable Securities and Warrant Registrable Securities requested to be
included in such registration, pro rata among the holders of such Registrable
Securities on the basis of the number of shares owned by each such holder, (iii)
third, the Executive Registrable Securities requested to be included in such
registration, pro rata among the holders of such Registrable Securities on the
basis of the number of shares owned by each such holder, (iv) fourth, Other
Stockholder Registrable Securities requested to be included in such
registration, pro rata among the holders of such securities on the basis of the
number of such securities owned by each such holder and (v) fifth, securities
other than Registrable Securities requested to be included in such registration
which in the opinion of such underwriters can be sold without adverse effect,
pro rata among the holders of such securities on the basis of the number of such
securities owned by each such holder.
(c) Priority on Secondary Registrations. If a Piggyback Registration is an
underwritten secondary registration on behalf of holders of the Company's
securities (other than a Demand Registration requested by the holders of
Investor Registrable Securities pursuant to Section 1 of this Agreement), and
the managing underwriters advise the Company in writing that in their opinion
the number of securities requested to be included in such registration exceeds
the number which can be sold in an orderly manner in such offering within a
price range acceptable to the holders of a majority of the Registrable
Securities to be included in such registration, the Company shall include in
such registration (i) first, the securities requested to be included therein by
the holders requesting such registration pursuant to Demand Registrations, (ii)
second, the Investor Registrable Securities and Warrant Registrable Securities
requested to be included in such registration, pro rata among the holders of
such Registrable Securities on the basis of the number of shares owned by each
such holder, (iii) third, the Executive Registrable Securities requested to be
included in such registration, pro rata among the holders of such Registrable
Securities on the basis of the number of shares owned by each such holder, (iv)
fourth, Other Stockholder Registrable Securities requested to be included in
such registration, pro rata among the holders of such securities on the basis of
the number of such securities owned by each such holder and (v) fifth,
securities other than Registrable Securities requested to be included in such
registration which in the opinion of such underwriters can be sold without
adverse effect, pro rata among the holders of such securities on the basis of
the number of such securities owned by each such holder.
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(d) Selection of Underwriters. In connection with any underwritten
Piggyback Registration the Company shall have the right to select the managing
underwriters subject to the approval of the holders of a majority of the
Registrable Securities included in such Piggyback Registration, which approval
shall not be unreasonably withheld or delayed.
(e) Other Registrations. If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to
Section 1 or pursuant to this Section 2, and if such previous registration has
not been withdrawn or abandoned, the Company shall not file or cause to be
effected any other registration of any of its equity securities or securities
convertible or exchangeable into or exercisable for its equity securities under
the Securities Act (except on Form S-8 or any successor form), whether on its
own behalf or at the request of any holder or holders of such securities, until
a period of at least one hundred eighty (180) days has elapsed from the
effective date of such previous registration.
3. Holdback Agreements.
(a) Subject to the terms of Section 3(b), each holder of Registrable
Securities shall not effect any public sale or distribution (including sales
pursuant to Rule 144 under the Securities Act) of equity securities of the
Company, or any securities convertible into or exchangeable or exercisable for
such securities, during the seven (7) days prior to and the subsequent one
hundred eighty (180) day period beginning on the effective date of any
underwritten Demand Registration or any underwritten Piggyback Registration in
which Registrable Securities are included (except sales or distributions made as
part of such underwritten registration), unless the underwriters managing the
Public Offering otherwise agree.
(b) Anything contained in this Agreement, including without limitation
Section 3(a), to the contrary notwithstanding, nothing herein contained shall be
deemed or construed to require any holder which owns securities of the Company
acquired other than by reason of the holding of any Registrable Securities or
the exercise thereof, in whole or in part, to withhold such securities from sale
during any such period of time.
(c) The Company (i) shall not effect any public sale or distribution of
its equity securities, or any securities, options or rights convertible into or
exchangeable or exercisable for such securities, during the seven (7) days prior
to and during the subsequent one hundred eighty (180) day period beginning on
the effective date of any underwritten Demand Registration or any underwritten
Piggyback Registration (except as part of such underwritten registration or
pursuant to registrations on Form S-8 or any successor form), unless the
underwriters managing the Public Offering otherwise agree, and (ii) shall cause
each holder of its Common Stock, or any securities convertible into or
exchangeable or exercisable for Common Stock, purchased from the Company at any
time after the date of this Agreement (other than in a Public Offering) to agree
not to effect any public sale or distribution (including sales pursuant to Rule
144) of any such securities during such period (except as part of such
underwritten registration, if otherwise permitted), unless the underwriters
managing the Public Offering otherwise agree.
4. Registration Procedures. Whenever the holders of Registrable Securities
have requested that any Registrable Securities be registered pursuant to this
Agreement, the Company shall use its best efforts to effect the registration and
the sale of such Registrable Securities in
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accordance with the intended method of disposition thereof, and pursuant thereto
the Company shall as expeditiously as possible:
(a) prepare and file with the Commission a registration statement with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective (provided that before filing a
registration statement or prospectus or any amendments or supplements thereto,
the Company shall furnish to the counsel selected by the holders of a majority
of the Registrable Securities and to a single counsel selected by the holders of
a majority of the Warrant Registrable Securities covered by such registration
statement copies of all such documents proposed to be filed, which documents
shall be subject to the review and comment of such counsel);
(b) notify in writing each holder of Registrable Securities of the
effectiveness of each registration statement filed hereunder and 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 a period of not less than one
hundred eighty (180) days and comply with the provisions of the Securities Act
with respect to the disposition of all Registrable Securities covered by such
registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration
statement;
(c) furnish to each seller of Registrable Securities such number of copies
of such registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each preliminary
prospectus) and such other documents as such seller may reasonably request in
order to facilitate the disposition of the Registrable Securities owned by such
seller;
(d) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
any seller reasonably requests and do any and all other acts and things which
may be reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller (provided that the Company shall not be required to (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph, (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction);
(e) promptly notify each seller in writing of such Registrable Securities,
at any time when a prospectus relating thereto is required to be delivered under
the Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the Company shall
promptly prepare a supplement or amendment to such prospectus and file it with
the Commission so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not contain an untrue statement of
a material fact or omit to state any fact necessary to make the statements
therein not misleading;
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(f) cause all such Registrable Securities to be listed on each securities
exchange on which similar securities issued by the Company are then listed and,
if not so listed, to be listed on the NASD automated quotation system and, if
listed on the NASD automated quotation system, use its best efforts to secure
designation of all such Registrable Securities covered by such registration
statement as a NASDAQ "national market system security" within the meaning of
Rule 11Aa2-1 of the Commission or, failing that, to secure NASDAQ authorization
for such Registrable Securities and, without limiting the generality of the
foregoing, to arrange for at least two market makers to register as such with
respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the holders of
a majority of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities (including effecting a stock split or a combination of
shares);
(i) make available for inspection by any seller of Registrable Securities,
any underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such
seller or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company's officers,
directors, employees and independent accountants to supply all information
reasonably requested by any such seller, underwriter, attorney, accountant or
agent in connection with such registration statement;
(j) otherwise use its best efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable, an earnings statement covering the period of at
least twelve months beginning with the first day of the Company's first full
calendar quarter after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole
and exclusive judgment, might be deemed to be an underwriter or a controlling
person of the Company, to participate 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;
(l) advise each seller of such Registrable Securities, promptly after it
shall receive or obtain knowledge thereof, of the issuance of any stop order by
the Commission suspending the effectiveness of a registration statement, or of
any order suspending or preventing the use of any related prospectus or
suspending the qualification of any common stock included in such registration
statement for sale in any jurisdiction, and promptly use its best efforts to
prevent the issuance of any stop order or obtain the withdrawal of such order if
such stop order should be issued;
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(m) use its best efforts to cause such Registrable Securities covered by
such registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the sellers
thereof to consummate the disposition of such Registrable Securities;
(n) at least forty eight (48) hours prior to the filing of any
registration statement or prospectus, or any amendment or supplement to such
registration statement or prospectus, furnish a copy thereof to each seller of
such Registrable Securities and refrain from filing any such registration
statement, prospectus, amendment or supplement to which counsel selected by the
holders of a majority of the Registrable Securities being registered shall have
reasonably objected on the grounds that such document does not comply in all
material respects with the requirements of the Securities Act or the rules and
regulations thereunder, unless, in the case of an amendment or supplement, in
the opinion of counsel for the Company the filing of such amendment or
supplement is reasonably necessary to comply with any applicable federal or
state law and such filing will not violate applicable laws;
(o) at the request of any seller of such Registrable Securities in
connection with an underwritten offering, furnish on the date or dates provided
for in the underwriting agreement: (i) an opinion of counsel, addressed to the
underwriters and the sellers of Registrable Securities, covering such matters as
such underwriters and sellers may reasonably request, including such matters as
are customarily furnished in connection with an underwritten offering; (ii) a
cold comfort letter or letters from the independent certified public accountants
of the Company addressed to the underwriters and the sellers of Registrable
Securities, covering such matters as such underwriters and sellers may
reasonably request, in which letter(s) such accountants shall state, without
limiting the generality of the foregoing, that they are independent certified
public accountants within the meaning of the Securities Act and that in their
opinion the financial statements and other financial data of the Company
included in the registration statement, the prospectus(es), or any amendment or
supplement thereto, comply in all material respects with the applicable
accounting requirements of the Securities Act; and (iii) officers or employees
for participation in the "road shows" for such underwritten offering;
5. Registration Expenses.
(a) All expenses incident to the Company's performance of or compliance
with this Agreement, including without limitation all registration and filing
fees, fees and expenses of compliance with securities or blue sky laws, printing
expenses, messenger and delivery expenses, fees and disbursements of custodians,
and fees and disbursements of counsel for the Company and all independent
certified public accountants, underwriters (excluding discounts and commissions)
and other Persons retained by the Company (all such expenses being herein called
"Registration Expenses"), shall be borne by the Company unless otherwise
specifically provided in this Agreement, except that the Company shall, in any
event, pay its internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit or quarterly review, the expense of any
liability insurance and the expenses and fees for listing the securities to be
registered on each securities exchange on which similar securities issued by the
Company are then listed or on the NASD automated quotation system, if the
Company's securities are then Nasdaq-listed.
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(b) In connection with each (i) Demand Registration and each Piggyback
Registration, the Company shall reimburse the holders of Registrable Securities
included in such registration for the reasonable fees and disbursements of one
counsel chosen by the holders of a majority of the Registrable Securities
included in such registration, and (ii) Demand Registration by the holders of
the Warrant Registrable Securities, the Company shall reimburse the holders of
Warrant Registrable Securities included in such registration for the reasonable
fees and disbursements, not exceeding $20,000 for each registration, of one
counsel chosen by the holders of a majority of the Warrant Registrable
Securities included in such registration, each such counsel to be subject to the
approval of the Company, which approval shall not unreasonably be withheld or
delayed.
(c) To the extent Registration Expenses are not required to be paid by the
Company, each holder of securities included in any registration hereunder shall
pay those Registration Expenses, including without limitation all underwriting
discounts and commissions, allocable to the registration of such holder's
securities so included, and any Registration Expenses not so allocable shall be
borne by all sellers of securities included in such registration in proportion
to the aggregate selling price of the securities to be so registered.
6. Indemnification.
(a) The Company agrees to indemnify, to the extent permitted by law, each
holder of Registrable Securities, each holder's officers, directors, members,
employees and partners and each Person who controls such holder (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses ("Losses") caused by, or in any way relating to or arising out of,
any untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any other document incident thereto or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading or any violation by the
Company of any rule or regulation promulgated pursuant to any federal, state or
common law rule or regulation including, without limitation, the Securities Act,
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, qualification or compliance,
and the Company will reimburse such holder and each such director, officer,
employee, partner, member and controlling Person for any legal or any other
expenses incurred by them in connection with investigating or defending any such
Losses, except insofar as the same are caused by or contained in any information
furnished in writing to the Company by such holder expressly for use therein or
by such holder's failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto after the Company has
furnished such holder with a sufficient number of copies of the same. In
connection with an underwritten offering, the Company shall indemnify such
underwriters, their officers, directors, members, employees and partners and
each Person who controls such underwriters (within the meaning of the Securities
Act) to the same extent as provided above with respect to the indemnification of
the holders of Registrable Securities. The payments required by this Section
6(a) will be made periodically during the course of the investigation or
defense, as and when bills are received or expenses incurred.
10
(b) In connection with any registration statement in which a holder of
Registrable Securities is participating, each such holder shall furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, shall indemnify the Company, its
directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information or affidavit so
furnished in writing by such holder; provided that the obligation to indemnify
shall be individual, not joint and several, for each holder and shall be limited
to the net amount of proceeds received by such holder from the sale of
Registrable Securities pursuant to such registration statement.
(c) Any Person entitled to indemnification hereunder shall (i) give prompt
written notice to the indemnifying party of any claim with respect to which it
seeks indemnification (provided that the failure to give prompt notice shall not
impair any Person's right to indemnification hereunder to the extent such
failure has not prejudiced the indemnifying party) and (ii) unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim. No indemnifying party shall, without the consent of the indemnified
party, consent to the entry of any judgment or enter into any settlement which
cannot be settled in all respects by the payment of money (and such money is so
paid by the indemnifying party pursuant to the terms of such settlement) and
which settlement does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation.
(d) If the indemnification provided for in this Section 6 from the
indemnifying party is unavailable to an indemnified party hereunder in respect
of any losses, claims, damages, liabilities or expenses to which such
indemnified party would be otherwise entitled under Section 6, then the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and indemnified parties in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged
11
omission to state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such action. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with any investigation or proceeding. In no event shall
any Stockholder be required to contribute an amount greater than the dollar
amount of the net proceeds received by such Stockholder with respect to the sale
of any Registrable Securities.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent misrepresentations (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The contribution
provided for in this Section 6(d) shall remain in full force and effect
regardless of any investigation made by or on behalf of any indemnified party.
(e) The indemnification provided for under this Agreement shall remain in
full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director, member, employee, partner or
controlling Person of such indemnified party and shall survive the transfer of
securities. The Company also agrees to make such provisions, as are reasonably
requested by any indemnified party, for contribution to such party in the event
the Company's indemnification is unavailable for any reason.
7. Compliance with Rule 144 and Rule 145. In the event that the Company
(a) registers a class of securities under Section 12 of the Exchange Act, (b)
issues an offering circular meeting the requirements of Regulation A under the
Securities Act or (c) commences to file reports under Section 13 or 15(d) of the
Exchange Act, then at the request of any holder who proposes to sell securities
in compliance with Rule 144 and 145 of the Commission, the Company will (i)
forthwith furnish to such holder a written statement of compliance with the
filing requirements of the Commission as set forth in Rule 144 and 145, as such
rules may be amended from time to time, (ii) make available to the public and
such holders such information as will enable the holders to make sales pursuant
to Rule 144 and Rule 145, (iii) use commercially reasonable efforts to make and
keep public information available, as those terms are understood and defined in
Rule 144, as such rule may be amended from time to time, at all times, (iv) use
commercially reasonable efforts to file with the Securities and Exchange
Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act, and (v) take any further
reasonable action reasonably requested by a Holder to enable such Holder to sell
its Registrable Securities without registration under Rule 144, as such rule may
be amended from time to time.
8. Participation in Underwritten Registrations. No Person may participate
in any registration hereunder which is underwritten unless such Person (i)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements; (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, underwriting agreements and
other
12
documents required under the terms of such underwriting arrangements; provided
that no holder of Registrable Securities included in any underwritten
registration shall be required to make any representations or warranties to the
Company or the underwriters (other than representations and warranties regarding
such holder's ownership and title to the Registrable Securities, such holder's
intended method of distribution, and such other representations and warranties
are commonly given by selling shareholders in underwritten offerings) or to
undertake any indemnification obligations to the Company or the underwriters
with respect thereto; except as otherwise provided in Section 6 hereof; (iii)
provides all customary information reasonably requested by the Company or
underwriter in connection with such registration, including copies of customary
documents, instruments and agreements; and (iv) complies with all applicable
federal and state securities laws in connection with such registration.
9. Definitions.
(a) "Commission" means the Securities and Exchange Commission.
(b) "Common Stock" means the Company's Common Stock, par value $0.0001 per
share.
(c) "Executive Registrable Securities" means any shares of Common Stock
held as of the date hereof, or acquired hereafter from the Company, by the
Executives pursuant to the Stock Purchase Agreement or otherwise. As to any
particular Executive Registrable Securities, such securities shall cease to be
Executive Registrable Securities when they have been distributed to the public
pursuant to an offering registered under the Securities Acts or sold to the
public through a broker, dealer or market maker in compliance with Rule 144
under the Securities Act (or any similar rule then in force). For purposes of
this Agreement, a Person shall be deemed to be a holder of Executive Registrable
Securities whenever such Person has the right to acquire such Executive
Registrable Securities (upon conversion or exercise in connection with a
transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected.
(d) "Investor Registrable Securities" means (i) any Common Stock issued to
the Investors pursuant to the Stock Purchase Agreement (whether issued before or
after the date hereof) and held by the Investors or their assignees and not
transferred to employees of the Company or its subsidiaries, (ii) any other
Common Stock issued or issuable with respect to the securities referred to in
clause (i) by way of a stock dividend or stock split or in connection with an
exchange or combination of shares, recapitalization, merger, consolidation or
other reorganization, and (iii) any other shares of Common Stock held by Persons
holding securities described in clauses (i) and (ii), inclusive, above. As to
any particular Investor Registrable Securities, such securities shall cease to
be Investor Registrable Securities when they have been distributed to the public
pursuant to an offering registered under the Securities Act or sold to the
public through a broker, dealer or market maker in compliance with Rule 144
under the Securities Act (or any similar rule then in force). For purposes of
this Agreement, a Person shall be deemed to be a holder of Investor Registrable
Securities whenever such Person has the right to acquire such Investor
Registrable Securities (upon conversion or exercise in connection with a
transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected.
13
(e) "Other Stockholder Registrable Securities" means any shares of Common
Stock held as of the date hereof, or acquired hereafter from the Company, by the
Other Stockholders. As to any particular Other Stockholder Registrable
Securities, such securities shall cease to be Other Stockholder Registrable
Securities when they have been distributed to the public pursuant to an offering
registered under the Securities Act or sold to the public through a broker,
dealer or market maker in compliance with Rule 144 under the Securities Act (or
any similar rule then in force). For purposes of this Agreement, a Person shall
be deemed to be a holder of Other Stockholder Registrable Securities whenever
such Person has the right to acquire such Other Stockholder Registrable
Securities (upon conversion or exercise in connection with a transfer of
securities or otherwise, but disregarding any restrictions or limitations upon
the exercise of such right), whether or not such acquisition has actually been
effected.
(f) "Person" means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
(g) "Public Offering" means any offering by the Company of its equity
securities to the public pursuant to an effective registration statement under
the Securities Act or any comparable statement under any comparable federal
statute then in effect.
(h) "Qualified Public Offering" means the first Public Offering in which
the gross proceeds received by the Company are $30,000,000 or more.
(i) "Registrable Securities" means Investor Registrable Securities,
Executive Registrable Securities, Warrant Registrable Securities and Other
Stockholder Registrable Securities.
(j) "Securities Act" means the Securities Act of 1933, as amended from
time to time.
(k) "Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time.
(l) "Warrant Registrable Securities" means (i) any Common Stock issued to
the Warrant Security Holders pursuant to the exercise of the Warrants issued
pursuant to the Investment Agreement (whether issued before or after the date
hereof) and held by the Warrant Security Holders or their assignees, (ii) any
other Common Stock issued or issuable with respect to the securities referred to
in clause (i) by way of a stock dividend or stock split or in connection with an
exchange or combination of shares, recapitalization, merger, consolidation or
other reorganization and (iii) any other shares of Common Stock held by Persons
holding securities described in clauses (i) and (ii) above. As to any particular
Warrant Registrable Securities, such securities shall cease to be Warrant
Registrable Securities when they have been distributed to the public pursuant to
an offering registered under the Securities Act or sold to the public through a
broker, dealer or market maker in compliance with Rule 144 under the Securities
Act (or any similar rule then in force). For purposes of this Agreement, a
Person shall be deemed to be a holder of Warrant Registrable Securities whenever
such Person has the right to acquire such Warrant Registrable Securities (upon
conversion or exercise in connection with a transfer of
14
securities or otherwise, but disregarding any restrictions or limitations upon
the exercise of such right), whether or not such acquisition has actually been
effected.
(m) "Warrant Security Holders" means all holders of (a) Warrants and/or
(b) any Warrant Shares (as defined in the respective Warrants).
10. Miscellaneous.
(a) No Inconsistent Agreements. The Company shall not hereafter enter into
any agreement with respect to its securities that is inconsistent with or
violates the rights granted to the holders of Registrable Securities in this
Agreement.
(b) Adjustments Affecting Registrable Securities. The Company shall not
take any action, or permit any change to occur, with respect to its securities
which would adversely affect the ability of the holders of Registrable
Securities to include such Registrable Securities in a registration undertaken
pursuant to this Agreement or which would adversely affect the marketability or
valuation of such Registrable Securities in any such registration (including,
without limitation, effecting a stock split or a combination of shares).
(c) Remedies. Any Person having rights under any provision of this
Agreement shall be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or other security) for specific performance and for other injunctive
relief in order to enforce or prevent violation of the provisions of this
Agreement.
(d) Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may be amended or waived only upon the prior
written consent of the Company and holders of at least a majority of the
Registrable Securities; provided that (i) no such amendment or action which
adversely and disproportionately affects a holder of Registrable Securities
differently vis-a-vis the other holders of Registrable Securities shall be
effective against such holder of Registrable Securities without the prior
written consent of such holder, and (ii) no amendment which adversely affects a
holder of Warrant Registrable Securities shall be made without the consent of a
majority of the Warrant Registrable Securities (calculated, for this purpose, to
include any Warrant Registrable Securities issuable upon exercise of outstanding
Warrants) to the following sections: 1(a), 1(b)(ii), 1(c)(ii), 1(d), 2(c), 5(a),
5(b)(ii), 6 and this Section 10(d).
(e) Successors and Assigns. All covenants and agreements in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit
of the respective successors and assigns of the parties hereto whether so
expressed or not and the rights and obligations of the Investors under this
Agreement and the agreements contemplated hereby may be assigned by the
Investors at any time, in whole or in part, to any investment fund managed by
Wind Point Advisors LLC, its members or any successor thereto and to any
Permitted Transferee (as defined in the Stockholders Agreement of the Company
dated as of the date hereof). In
15
addition, whether or not any express assignment has been made, the provisions of
this Agreement which are for the benefit of any purchasers or holders of
Registrable Securities are also for the benefit of, and enforceable by, any
subsequent holder of Registrable Securities.
(f) Additional Stockholders. In connection with the issuance of any
additional equity securities of the Company, the Company, with the prior written
of consent of WPP may permit such Person to become a party to this Agreement and
succeed to all of the rights and obligations of a "Stockholder" under this
Agreement by obtaining an executed counterpart signature page to this Agreement,
and, upon such execution, such Person shall for all purposes be a "Stockholder"
party to this Agreement. With the prior written consent of holders of a majority
of the Investor Registrable Securities, such additional Stockholder may be
deemed an "Investor" under this Agreement. If such additional Stockholder is an
executive employee of the Company, such Stockholder shall be considered an
"Executive" under this Agreement. Any other additional Stockholders shall be
considered an "Other Stockholder" under this Agreement.
(g) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by, invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such prohibition, invalidity, illegality or
unenforceability shall not affect any other provision or any other jurisdiction,
but this Agreement shall be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never
been contained herein.
(h) Counterparts. This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the
same agreement.
(i) Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.
(j) Governing Law. The corporate law of the State of Delaware shall govern
all issues concerning the relative rights of the Company and its stockholders.
All other issues and questions concerning the construction, validity and
interpretation of this Agreement and the exhibits and schedules hereto shall be
governed by and construed in accordance with the internal laws of the State of
Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware.
(k) Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given (i) when delivered personally to
the recipient, (ii) one (1) business day following deposit with a reputable
express courier service for next day delivery (charges prepaid), (iii) three (3)
business days after it is mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid, or (iv) one (1) business day
after receipt is electronically confirmed, if sent by fax (provided that a hard
copy shall be promptly sent by first class mail, postage prepaid). Such notices,
demands and other communications shall be sent to the Stockholders at the
addresses indicated on the Schedule of Stockholders hereto, to the
16
Warrant Security Holders at the addresses indicated on the Schedule of Warrant
Security Holders hereto and to the Company at the address indicated below, or to
such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party.
If to the Company
VI Acquisition Corp.
c/o Wind Point Partners
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Fax: (000) 000-0000
Tel.: (000) 000-0000
Attn.: Xxxxxxx X. Xxxxx
With a copy to:
Xxxxxxxx & Xxxxxx, Ltd.
00 X. Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Tel: (000) 000-0000
Attn: Xxxx X. Xxxxxxx, Esq.
(l) Entire Agreement. Except as otherwise expressly set forth herein, this
document embodies the complete agreement and understanding among the parties
hereto with respect to the subject matter hereof and supersedes and preempts any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
(m) Waiver of Jury Trial. Each of the parties hereto hereby irrevocably
waives any and all right to trial by jury of any claim or cause of action in any
legal proceeding arising out of or related to this Agreement or the transactions
or events contemplated hereby or any course of conduct, course of dealing,
statements (whether verbal or written) or actions of any party hereto. The
parties hereto each agree that any and all such claims and causes of action
shall be tried by a court trial without a jury. Each of the parties hereto
further waive any right to seek to consolidate any such legal proceeding in
which a jury trial has been waived with any other legal proceeding in which a
jury trial cannot or has not been waived.
* * * * *
17
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
THE COMPANY:
VI ACQUISITION CORP.
By: /s/ Xxxxx Xxxxxx
-------------------------------------------
Name: Xxxxx Xxxxxx
Its: Executive Vice President
THE INVESTORS:
WIND POINT IV EXECUTIVE ADVISOR PARTNERS, L.P.
By: Wind Point Investors IV, L.P.
Its: General Partner
By: Wind Point Advisors LLC
Its: General Partner
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxx
Its: Managing Member
WIND POINT ASSOCIATES IV, LLC
By: Wind Point Investors IV, L.P.
Its: Manager
By: Wind Point Advisors LLC
Its: General Partner
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxx
Its: Managing Member
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
VI Acquisition Corp.
Registration Rights Agreement
S-1
WIND POINT PARTNERS IV, L.P.
By: Wind Point Investors IV, L.P.
Its: General Partner
By: Wind Point Advisors LLC
Its: General Partner
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Its: Managing Member
By: /s/ Xxxxx X. XxxXxxxx
------------------------------------------
Name: Xxxxx X. XxxXxxxx
Its: Managing Member
WIND POINT PARTNERS V, L.P.
By: Wind Point Investors V, L.P.
Its: General Partner
By: Wind Point Advisors LLC
Its: General Partner
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Its: Managing Member
By: /s/ Xxxxx X. XxxXxxxx
------------------------------------------
Name: Xxxxx X. XxxXxxxx
Its: Managing Member
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
VI Acquisition Corp.
Registration Rights Agreement
S-2
MID OAKS INVESTMENTS LLC
By: /s/ Xxxxx Xxxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxxx
Its: Chairman and CEO
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
VI Acquisition Corp.
Registration Rights Agreement
S-3
X.X. XXXXXXX PRIVATE EQUITY PARTNERS QP
II, L.P.
By: X.X. Xxxxxxx Capital, Inc.
Its: General Partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Its: Vice President
X.X. XXXXXXX PRIVATE EQUITY PARTNERS II, L.P.
By: X.X. Xxxxxxx Capital, Inc.
Its: General Partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Its: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
VI Acquisition Corp.
Registration Rights Agreement
S-4
/s/ Xxxxx Xxxxxx
----------------------------------------------
XXXXX XXXXXX
/s/ Xxxxxx Xxx Xxxxxxxxxx
----------------------------------------------
XXXXXX XXX XXXXXXXXXX
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
VI Acquisition Corp.
Registration Rights Agreement
S-5
EXECUTIVES:
/s/ Xxxxxx Xxxxxxxx
----------------------------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxxx
----------------------------------------------
Xxxxxx X. Xxxxxxxxxx
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxx
----------------------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------------
Xxxxxx X. Xxxxxxx
VI Acquisition Corp.
Registration Rights Agreement
S-6
WARRANT SECURITY HOLDERS:
ALLIED CAPITAL CORPORATION,
a Maryland corporation
By: /s/ Xxxx Xxxxxxxxxx
-------------------------------------------
Name: Xxxx Xxxxxxxxxx
Its: Principal
GLEACHER MEZZANINE FUND I, L.P.
BY: Gleacher Mezzanine LLC, its General
Partner
By: /s/ Xxxx X. Xxx
-------------------------------------------
Name: Xxxx X. Xxx
Its: Managing Director
GLEACHER MEZZANINE FUND P, L.P.
BY: Gleacher Mezzanine LLC, its General
Partner
By: /s/ Xxxx X. Xxx
-------------------------------------------
Name: Xxxx X. Xxx
Its: Managing Director
SUNTRUST EQUITY FUNDING, LLC
By: /s/ Xxxxxx Xxxxxx
-------------------------------------------
Name: Xxxxxx Xxxxxx
Its: Manager
VI Acquisition Corp.
Registration Rights Agreement
S-7
EXHIBIT A
WARRANT SECURITY HOLDERS
ALLIED CAPITAL CORPORATION
000 X. Xxxxxxxx Xxx., Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xx Xxxx, Managing Director
GLEACHER MEZZANINE FUND I, L.P.
GLEACHER MEZZANINE FUND P, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxx, Managing Director
SUNTRUST EQUITY FUNDING, LLC
000 Xxxxxxxxx Xxxxxx, X.X., 00xx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx, Director
VI Acquisition Corp.
Registration Rights Agreement
S-8
SCHEDULE OF SECURITY HOLDERS
WIND POINT PARTNERS IV, L.P.
WIND POINT PARTNERS V, L.P.
WIND POINT IV EXECUTIVE ADVISOR PARTNERS, L.P.
WIND POINT ASSOCIATES IV, LLC
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Fax: (000) 000-0000
Tel.: (000) 000-0000
Attn.: Xxxxxxx X. Xxxxx
With a copy to:
Xxxxxxxx & Xxxxxx, Ltd.
00 X. Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Tel: (000) 000-0000
Attn: Xxxx X. Xxxxxxx, Esq.
MID OAKS INVESTMENTS LLC
000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Tel: (000) 000-0000
Attn: Xxxxx X. Xxxxxxxx
With a copy to:
Altheimer & Xxxx
00 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Fax: (000) 000-0000
Tel: (000) 000-0000
Attn: Xxxxx X. Xxxxxxxxxx
VI Acquisition Corp.
Registration Rights Agreement
S-9
X.X. XXXXXXX PRIVATE EQUITY PARTNERS QP II, L.P.
A.G. XXXXXXX PRIVATE EQUITY PARTNERS II, L.P.
A.G. Xxxxxxx Capital, Inc.
Xxx Xxxxx Xxxxxxxxx
Xx. Xxxxx, XX 00000
Fax: (000) 000-0000
Tel: (000) 000-0000
Attn: Xxxxxxxx X. Xxxx
XXXXX XXXXXX
7 S. 000 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
XXXXXX XXX XXXXXXXXXX
00 Xxxxxx Xxxxx Xx.
Xxxxxxxx, XX 00000
VI Acquisition Corp.
Registration Rights Agreement
S-10
ALLIED CAPITAL CORPORATION
000 X. Xxxxxxxx Xxx., Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xx Xxxx, Managing Director
With a copy to:
Xxxxx & Xxx Xxxxx PLLC
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxx Xxxxxxxxxx
GLEACHER MEZZANINE FUND I, L.P.
GLEACHER MEZZANINE FUND P, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxx, Managing Director
With a copy to:
Xxxxx & Xxx Xxxxx PLLC
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxx Xxxxxxxxxx
SUNTRUST BANKS, INC.
C/O SUNTRUST EQUITY PARTNERS
000 Xxxxxxxxx Xxxxxx, X.X., 00xx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx, Director
With a copy to:
Xxxxx & Xxx Xxxxx PLLC
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxx Xxxxxxxxxx
VI Acquisition Corp.
Registration Rights Agreement
S-11
IF TO THE FOLLOWING EXECUTIVES, at the address appearing in the Company's
records:
Xxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxxx
Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxxxx Xxxxxxx
VI Acquisition Corp.
Registration Rights Agreement
S-12
