REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement dated as of October 20, 1998 (the
"Agreement") by and among META Group, Inc., a Delaware corporation ("META"), and
the stockholders of SENTRY (as defined below) listed on the signature pages
hereto (collectively, the "Stockholders"):
WITNESSETH:
WHEREAS, META has entered into an Agreement and Plan of Merger (the
"Merger Agreement") dated as of the date hereof with MG Acquisition Corporation,
a Massachusetts corporation (the "Merger Sub"), and The Sentry Group, Inc., a
Massachusetts corporation ("SENTRY"), pursuant to which the Merger Sub will be
merged with and into SENTRY (the "Merger");
WHEREAS, in the Merger, the Stockholders SENTRY will receive, among other
things, shares of Common Stock, par value $.01 per share (the "Common Stock"),
of META in exchange for shares of capital stock of SENTRY now owned by such
stockholders; and
WHEREAS, the Stockholders desire to have, and META is willing to grant to
the Stockholders, certain rights to have shares of Common Stock issued to the
Stockholders in the Merger registered for resale to the public subject to the
terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of these premises and the mutual
agreements, provisions and covenants contained in this Agreement and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, META and the Stockholders agree as follows:
ARTICLE I
DEFINITIONS AND EFFECTIVENESS
1.1 Common Definitions. Unless otherwise defined in this Agreement,
capitalized terms used in this Agreement that are defined in the Merger
Agreement shall have the meanings assigned to them in the Merger Agreement, and
the rules of construction and documentary conventions set forth in the Merger
Agreement shall apply to this Agreement.
1.2 Certain Definitions. For purposes of this Agreement, the following
terms shall have the meanings set forth below:
"Black-out Period" shall mean, with respect to META, that period
commencing on the 15th day of each of March, June, September, and December of
any year and ending 48 hours after the public announcement by META of its
earnings for its fiscal year or quarter, as the case may be.
"Potential Material Event" shall mean any of the following: (a) the
possession by META of material non-public information required to be disclosed
in the Resale Registration Statement, and the determination in good faith by the
Board of Directors of META that disclosure of such information in the Resale
Registration Statement at that time would either not be advisable or may be
detrimental to the business and affairs of META; or (b) any material engagement
or activity by META which would, in the good faith determination of the Board of
Directors of META, be adversely affected by disclosure in the Resale
Registration Statement at such time, which determination shall be accompanied by
a good faith determination by the Board of Directors of META that the Resale
Registration Statement would be materially misleading absent the inclusion of
such information.
"Registration Expenses" means the expenses incurred by META in
complying with Section 2.1 hereof, including registration and filing fees,
securities exchange or market listing fees, printing expenses, fees and
disbursements of counsel for META, state Blue Sky fees and expenses, and the
expense of any special audits incident to or required by any such registration,
but excluding any underwriting commissions, discounts and selling concessions
and any stock transfer, issuance or other taxes and fees and expenses of counsel
to the Stockholders, if any.
"Registrable Shares" means any shares of Common Stock received by
the Stockholders as Initial Consideration (other than Escrow Shares) pursuant to
Section 2.3(a)(1) of the Merger Agreement and any additional unregistered shares
received by the Stockholders, during the period for which the effectiveness of
the Resale Registration Statement is required to be maintained pursuant to
Article II, as a stock dividend on the Registrable Shares, or pursuant to a
stock split or similar recapitalization of the Common Stock, provided, however,
that Registrable Shares shall not include any such shares of Common Stock that
as of the date of the determination (x) have previously been sold, transferred
or assigned by a Stockholder (except as provided in Section 2.13 of this
Agreement) or (y) may be sold either without limitation pursuant to Rule 144(k)
under the Securities Act of 1933, as amended (the "Securities Act") or within
the volume limitations of Rule 144 under the Securities Act.
"Transfer" means any offer to sell, sale, assignment, pledge,
transfer, contract to sell, grant of any option or other right to purchase,
grant of any ownership interest, or other disposition or change of legal, record
or beneficial ownership, whether direct or indirect, voluntary or involuntary.
1.3 Additional Definitions. Each of the following terms is defined in
the Section set forth opposite such term:
Term Section
---- -------
Agreement Recitals
Common Stock Recitals
Indemnified Party 2.4
Indemnifying Party 2.4
Merger Recitals
Merger Agreement Recitals
Merger Sub Recitals
META Recitals
Resale Registration Statement 2.1
Securities Act 1.2
SENTRY Recitals
Stockholders Recitals
1.4 Effectiveness. This Agreement shall become effective as of the
Effective Time.
ARTICLE II
REGISTRATION RIGHTS
2.1 Resale Registration Statement. Not later than thirty (30) days after
the Effective Time, META shall file a registration statement (the "Resale
Registration Statement") on Form S-3 registering the Registrable Shares under
the Securities Act and shall use all commercially reasonable efforts to cause
the Resale Registration Statement to become effective as expeditiously as
possible and to remain effective until the first anniversary of the Effective
Time. Notwithstanding the foregoing, during any Black-out Period, and, if at any
time or from time to time after the date of effectiveness of the Resale
Registration Statement, META notifies the Stockholders in writing of the
existence of a Potential Material Event, the Stockholders and any transferee of
a Stockholder, shall not offer or sell any Registrable Shares, or engage in any
other transaction involving or relating to the Registrable Shares, until the
Black-out Period has expired or from the time of the giving of notice with
respect to a Potential Material Event until such Stockholder or any transferee
of a Stockholder receives written notice from META that such Potential Material
Event either has been disclosed to the public or no longer constitutes a
Potential Material Event. In addition, META shall be entitled, upon notice to
the Stockholders in writing of the existence of a Potential Material Event, to
withdraw or suspend the Resale Registration Statement until such time as such
Potential Material Event either has been disclosed to the public or no longer
constitutes a Potential Material Event, at which time META shall use all
commercially reasonable efforts to refile or reinstate the Resale Registration
Statement and cause it to become effective.
2.2 Indemnification of Stockholders. META shall indemnify and hold
harmless each Stockholder and each underwriter of the Registrable Shares
(including their officers, directors, affiliates and partners) so registered
(including any broker or dealer through whom such shares may be sold) and each
person, if any, who controls a Stockholder or any such underwriter within the
meaning of Section 15 of the Securities Act from and against any and all losses,
claims, damages, expenses and/or liabilities (including, if any, applicable
taxes, interest, penalties and/or additions to tax)to which they or any of them
become subject under the Securities Act, applicable state securities laws or
under any other statute or at common law or otherwise, as incurred, and, except
as hereinafter provided, shall reimburse each Stockholder, each such underwriter
and each such controlling person, if any, for any legal or other expenses
reasonably incurred by them or any of them in connection with investigating or
defending any actions whether or not resulting in any liability, as incurred,
insofar as such losses, claims, damages, expenses, liabilities (including, if
any, applicable taxes, interest, penalties and/or additions to tax), or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the Resale Registration Statement or in the
final prospectus (or the Resale Registration Statement or prospectus as from
time to time amended or supplemented by META) or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading, or any violation by META of any rule or regulation promulgated under
the Securities Act or any state securities law applicable to META and relating
to action or inaction required of META in connection with such registration,
unless (i) such untrue statement or alleged untrue statement or omission or
alleged omission was made in the Resale Registration Statement or final
prospectus in reliance upon and in conformity with information furnished to META
in connection therewith by any such Stockholder (in the case of indemnification
of such Stockholder), any such underwriter (in the case of indemnification of
such underwriter) or any such controlling person (in the case of indemnification
of such controlling person) expressly for use therein, or (ii) in the case of a
sale directly by any such Stockholder (including a sale of shares through any
underwriter retained by such Stockholder to engage in a distribution solely on
behalf of such Stockholder), such untrue statement or alleged untrue statement
or omission or alleged omission was contained in a final prospectus and
corrected in an amended prospectus, copies of which were delivered to such
Stockholder or such underwriter on a timely basis, and such Stockholder or such
underwriter failed to deliver a copy of the amended prospectus at or prior to
the confirmation of the sale of the Registrable Shares to the person asserting
any such loss, claim, damage or liability in any case where such delivery is
required by the Securities Act.
2.3 Indemnification of META. Each Stockholder shall indemnify and hold
harmless META, each of its directors, each of its officers who have signed or
otherwise participated in the preparation of the registration statement, each
underwriter of the Registrable Shares so registered (including any broker or
dealer through whom such of the shares may be sold) and each person, if any, who
controls META within the meaning of Section 15 of the Securities Act from and
against any and all losses, claims, damages, expenses and/or liabilities to
which they or any of them may become subject under the Securities Act,
applicable state securities laws or under any other statute or at common law or
otherwise, and, except as hereinafter provided, shall reimburse META and each
such director, officer, underwriter or controlling person for any legal or other
expenses reasonably incurred by them or any of them in connection with
investigating or defending any actions whether or not resulting in any
liability, insofar as such losses, claims, damages, expenses, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement or in the
final prospectus (or in the registration statement or prospectus as from time to
time amended or supplemented) or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein not misleading, but only
insofar as any such statement or omission was made in reliance upon and in
conformity with written information furnished to META in connection therewith by
such Stockholder expressly for use therein. Notwithstanding any of the foregoing
to the contrary, in no event shall the liability of any Stockholder for
indemnification under this Section 2.3 exceed the lesser of (i) that percentage
of the total amount of such losses, claims, damages or liabilities indemnified
against which equals the percentage obtained by dividing the total number of
Registrable Shares sold by such Stockholder pursuant to the Resale Registration
Statement by the total number of Registrable Shares sold pursuant to the Resale
Registration Statement, or (ii) the net proceeds received by such Stockholder
from the resale of its Registrable Shares.
2.4 Indemnification Procedures. (a)Promptly after receipt by any person
entitled to indemnification under Sections 2.2 or 2.3 (an "Indemnified Party")
of notice of the commencement of any action in respect of which indemnity may be
sought against any person under Sections 2.2 or 2.3 (an "Indemnifying Party"),
such Indemnified Party shall notify all Indemnifying Parties in writing of the
commencement thereof (provided, however, that failure to so notify an
Indemnifying Party shall not relieve any Indemnifying Party from any liability
it may have hereunder except to the extent that the Indemnifying Party who did
not receive such notice shall have been materially prejudiced by such failure)
and, subject to the provisions hereinafter stated, the Indemnifying Party shall
be entitled to assume the defense of such action (including the employment of
counsel, who shall be counsel reasonably satisfactory to such Indemnified
Party), and the payment of expenses insofar as such action shall relate to any
alleged liability in respect of which indemnity may be sought against the
Indemnifying Party.
(b) The Indemnified Party shall have the right to employ separate
counsel and assume its own legal defense in any such action and to participate
in the defense thereof, but the fees and expenses of such counsel subsequent to
any assumption of the defense by the Indemnifying Party shall not be at the
expense of the Indemnifying Party unless the employment of such counsel has been
specifically authorized in writing by the Indemnifying Party. The Indemnifying
Party shall not be liable to indemnify any Indemnified Party for any settlement
of any such action effected without the Indemnifying Party's written consent.
META shall not, except with the approval of each party being indemnified under
this Agreement, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to the parties being so indemnified of a release from all
liability in respect to such claim or litigation.
2.5 Contribution. In order to provide for just and equitable contribution
to joint liability under the Securities Act in any case in which any Indemnified
Party exercising rights under this Agreement, or any controlling person of any
such Indemnified Party, makes a claim for indemnification pursuant to Section
2.2 or 2.3 but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this Agreement provides for
indemnification in such case, then the Indemnifying Party and such Indemnified
Party will contribute to the aggregate losses, claims, damages or liabilities to
which they may be subject (after contribution from others) in such proportion as
is appropriate to reflect the relative fault of the Indemnifying Party on the
one hand and of the Indemnified Party on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party on the one hand and of the Indemnified
Party on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Indemnifying Party on the one hand and of the Indemnified Party on the other,
and each party's relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided, however,
that, in any such case, no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
2.6 Exchange Act Registration. As long as META is subject to the reporting
requirements of either Section 13 or Section 15(d) of the Exchange Act, META
will use commercially reasonable efforts to timely file with the Commission such
information as the Commission may require under either Section 13 or Section
15(d) of the Exchange Act and shall use commercially reasonable efforts to take
all action as may be required as a condition to the availability of Rule 144
under the Securities Act (or any successor exemptive rule hereafter in effect)
with respect to the Registrable Shares. META shall furnish to the Stockholders
forthwith upon request (i) a written statement by META as to its compliance with
the reporting requirements of Rule 144, (ii) a copy of the most recent annual or
quarterly report of META as filed with the Commission, and (iii) such other
reports and documents as a Stockholder may reasonably request in availing itself
of any rule or regulation of the Commission allowing such Stockholder to sell
any such Registrable Shares pursuant to Rule 144 without registration. META
shall use commercially reasonable efforts to facilitate and expedite transfers
of the Registrable Shares pursuant to Rule 144 under the Securities Act, which
efforts shall include prompt notice to its transfer agent to expedite such
transfers of Registrable Shares.
2.7 Further Obligations of META. META shall also do the following:
(a) Notify the Stockholders promptly upon the effectiveness of the
Resale Registration Statement. Furnish to each Stockholder such copies of each
preliminary and final prospectus and such other documents as such Stockholder
may reasonably request to facilitate the public offering of its Registrable
Shares;
(b) Use commercially reasonable efforts to register or qualify the
shares covered by said registration statement under the applicable securities or
Blue Sky laws of such jurisdictions as any selling Stockholder may reasonably
request; provided, however, that META shall not be obligated to qualify to do
business in any jurisdictions where it is not then so qualified or to take any
action which would subject it to the service of process in suits other than
those arising out of the offer or sale of the securities covered by the
registration statement in any jurisdiction where it is not then so subject; and
(c) Furnish, upon request, to each selling Stockholder a copy of all
documents filed with and all correspondence from or to the Commission in
connection with any such offering of the Registrable Shares.
2.8 Further Obligations of Stockholders. In connection with any
registration pursuant to this Agreement in which Registrable Shares held by a
Stockholder are to be registered, such Stockholder shall furnish to META in
writing such information with respect to such Stockholder and the sale or
distribution proposed by such Stockholder as META requests for use in connection
with any such registration statement or prospectus or otherwise as shall be
required in connection with any registration, qualification or compliance
referred to in this Agreement. Such provision of information is a condition
precedent to the obligations of META pursuant to this Agreement.
2.9 Allocation of Expenses. META shall pay all of the Registration
Expenses incurred by META in complying with Section 2.1 of this Agreement. In no
event shall META have any obligation to pay or otherwise bear any portion of the
underwriters' commissions or discounts and selling concessions, any fees and
expenses of counsel to the Stockholders, if any, or stock transfer, issuance or
other tax attributable to the Registrable Shares being offered and sold by any
of the Stockholders.
2.10 Selection of Broker. The Registrable Shares registered pursuant to
this Agreement shall be sold by the selling Stockholders through one broker or
dealer selected by META at the time of such registration.
2.11 "Lock-Up" Agreement. If META proposes to offer for sale to the public
any of its equity securities, and (i) if requested by META and an underwriter of
shares of Common Stock or other securities of META and (ii) if all "affiliates"
are requested by META and such underwriter to sign a lock-up agreement (as
described below), then such Stockholder shall not offer, sell, grant any option
or right to buy or sell, or otherwise transfer or dispose of in any manner any
Common Stock or other securities of META held by it during the 180-day period
following the effective date of the registration statement of META filed under
the Securities Act and will sign a "lock-up agreement" to such effect. Such
agreement shall be in writing and in form and substance reasonably satisfactory
to META and such underwriter and pursuant to customary and prevailing terms and
conditions. META may impose stop-transfer instructions with respect to the
securities subject to the foregoing restrictions until the end of such 180-day
period.
2.12 Sale or Transfer of Shares. (a) The Registrable Shares shall not be
sold or transferred unless either (i) they shall have been registered under the
Securities Act, or (ii) META shall have been furnished with an opinion of legal
counsel, satisfactory to META, to the effect that such sale or transfer is
exempt from the registration requirements of the Securities Act.
(b) Each certificate representing Registrable Shares shall bear a
legend substantially in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,AND
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED
OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS
NOT REQUIRED.
2.13 Transferability. The registration rights granted in this Agreement
may be assigned or transferred in connection with a sale of Registrable Shares
or otherwise if (a) such person (i) is a partner of a Stockholder that is a
partnership and such Registrable Shares were received by such person upon a
distribution to such partner, (ii) is a transferee of a Stockholder by will or
the laws of descent and distribution, (iii) is a spouse or child of a
Stockholder, or a trust of which a Stockholder or his or her spouse or child is
the beneficiary and (iv) is a beneficiary of a trust of which a Stockholder is a
or the trustee and (b) such person notifies META of such distribution in
writing, provides META with his or her name and address and the number of
Registrable Shares acquired, and agrees in writing (in form and substance
satisfactory to META) to be bound by the terms and conditions of this Agreement.
Except as provided in the previous sentence, the registration rights granted in
this Agreement may not be assigned or transferred in connection with a sale of
the Registrable Shares or otherwise. Nothing herein shall be construed to modify
a Stockholder's obligation under the Participation Agreement signed by such
Stockholder pursuant to the Merger Agreement.
ARTICLE III
MISCELLANEOUS
3.1 Termination. The registration rights set forth in this Agreement shall
terminate on the first anniversary of the Effective Time.
3.2 Law Governing. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the Commonwealth of Massachusetts,
without giving effect to the principles of conflicts of law thereof.
3.3 Amendment; Waiver. This Agreement may be amended, and any provision
hereof may be waived, only with the written consent of META and the holders of a
majority of the then outstanding Registrable Shares.
3.4 Headings and Interpretation. The headings contained in this Agreement
are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement. Terms such as "herein", "hereof",
"hereinafter" refer to this Agreement in which they appear as a whole and not to
the particular sentence or paragraph where they appear, unless the context
otherwise requires. Unless the context otherwise requires, (i) terms used in the
plural include the singular, and vice versa, and (ii) words in the masculine
gender include the feminine and neuter, and vice versa.
3.5 Notices. All notices, consents and other communications under this
Agreement shall be in writing and shall, except as otherwise provided herein, be
deemed to have been duly given when (i) delivered by hand, (ii) sent by telex or
telecopier (with receipt confirmed), provided that a copy is mailed by certified
mail, return receipt requested, or (iii) when received by the addressee, if sent
by Express Mail, Federal Express or other express delivery service (receipt
requested), in each case, at the appropriate addresses, telex numbers and
telecopier numbers as set forth below (or to such other addresses, telex numbers
and telecopier numbers as a party may designate as to itself by notice to the
other parties):
If to META:
000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000-0000
Attention: Chief Financial Officer
with a copy to:
Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
High Street Tower
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx, Esq.
If to a Stockholder:
At their respective addresses as reflected in the books
and records of META or its transfer agent
3.6 Invalidity of Provisions. Each of the provisions contained in this
Agreement is distinct and severable and a declaration of invalidity or
unenforceability of any such provision or part thereof by a court of competent
jurisdiction shall not affect the validity or enforceability of any other
provision hereof or thereof.
3.7 Counterparts; Facsimile Signatures. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed to be
an original but all of which together shall constitute one and the same
instrument. Any holder of Registrable Shares (other than the Stockholders) may,
after the date hereof, become a "Stockholder" for all purposes hereunder upon
execution of a counterpart to this Agreement. For the purposes of executing this
Agreement, (a) a document signed and transmitted by facsimile machine or
telecopier shall be treated as an original document; (b) the signature of any
party on such document shall be considered as an original signature; (c) the
document transmitted (or the document of which the page containing the signature
or signatures of one of more parties is transmitted) shall have the same effect
as a counterpart thereof containing original signatures; and (d) at the request
of a party, each party who executed a document and transmitted such document by
facsimile machine or telecopier, shall provide such original document to the
other party. No party may raise as a defense to the enforcement of this
Agreement or any other document required to be delivered in accordance with its
terms, including any amendment thereof, that a facsimile machine or telecopier
was used to transmit a signature of that party or another party on the
Agreement, other document, or amendment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties on the date first above written.
META GROUP, INC.
By:/s/Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: CFO, SVP-Finance, Secretary and
Treasurer
STOCKHOLDERS:
/s/Xxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxx
Address:
0000 Xxxxx Xxxx Xxxxx
Xxxxxxxxxxxxx, XX 00000
------------------------------------
Xxxxx X. Xxxxxxxx
Address:
0 Xxxxxxxxx Xxx
Xxxxxxxx, XX 00000
/s/Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Address:
00 Xxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
/s/Xxxxxxxx X. Xxxxx
--------------------------------------
Xxxxxxxx X. Xxxxx
Address:
00 Xxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
THE XXXXXX DEN. XXXX 1995 TRUST, NEW
LONDON TRUST FSB AND XXXX X. XXXXX,
TRUSTEES
By:/s/Xxxxxx Xxxxxxxxx
--------------------------------------
Its: Trustee
Address:
c/o New London Trust FSB
00 Xxxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000
/s/Xxxxxxxx X. Xxxxx (X'Xxxxx)
--------------------------------------
Xxxxxxxx X. Xxxxx (X'Xxxxx)
Address:
00 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
/s/Xxxxx X. Xxxxxx
--------------------------------------
Xxxxx X. Xxxxxx
Address:
00 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
/s/Xxxxx X. Xxxxxx
--------------------------------------
Xxxxx X. Xxxxxx
Address:
c/o Xxxxxxx X. Xxxxxx, Xx.
00 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
/s/Xxxxxxx X. Xxxxxx, Xx.
---------------------------------------
Xxxxxxx X. Xxxxxx, Xx.
Address:
0 Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
/s/Xxxxxxx X. Xxxxxx, Xx.
-------------------------------------
Xxxxxxx X. Xxxxxx, Xx.
Address:
00 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
/s/Xxxx X. Xxxxxxx
------------------------------------
Xxxx X. Xxxxxxx
Address:
0000 Xxxxxxx Xxx
Xxxxxxxxxxxxx, XX 00000
/s/Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx
Address:
000 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
/s/Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx
Address:
0000 Xxxxxxx Xxx
Xxxxxxxx, XX 00000
/s/Xxxxxx X. Xxxxxx
------------------------------------
Xxxxxx X. Xxxxxx
Address:
0000 Xxxxx Xxxxxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
------------------------------------
Xxxxxxx X. XxXxxxxx
Address:
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
/s/Xxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxx
Address:
0000 Xxxx Xxxxxx Xxxx
Xxxxxxx, XX 00000
/s/Xxxx X. Xxxxx
--------------------------------------
Xxxx X. Xxxxx
Address:
0000 Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
SAFEGUARD SCIENTIFICS (DELAWARE), INC.
By:/s/Xxxxx X. Xxxxxxxxx
------------------------------------
Its:Vice President
Address:
000 Xxxxxxxx Xxxxxxxx
0000 Xxxxxxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
/s/Xxxx X. Xxxxxxx
---------------------------------------
Xxxx X. Xxxxxxx
Address:
0 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
/s/Xxxxxxx X. Xxxxx
---------------------------------------
Xxxxxxx X. Xxxxx
Address:
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
/s/Xxxxxxx X. Xxxxx
---------------------------------------
Xxxxxxx X. Xxxxx
Address:
00 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
*
_____________________________________
Xxxxxx X. Xxxxxxxx
Address:
000 Xxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
*
______________________________________
Xxxxxxx X. Root
Address:
0000 Xxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
*
_______________________________________
Xxxxxxx X. Xxxxxxx
Address:
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
*
________________________________________
Xxxxx X. Xxxxxxxxx
Address:
0000 Xx. Xxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
*
_______________________________________
Xxxxxx X. Xxxx
Address:
00 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
*
_______________________________________
Xxxxxx X. Xxxxxxx
Address:
000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
*
_______________________________________
Xxxxxxx X. Xxxxx
Address:
0000 Xxxxxx Xxxx
Xxxxxx, XX 00000
/s/Xxxxx X. Xxxxxx
----------------------------------------
Xxxxx X. Xxxxxx
Address:
0 Xxxxxx Xxxx
Xxxxx, XX 00000
*
______________________________________
Xxxxx X. Xxxxxxx
Address:
0000 Xxxxx Xxxxxx Xxxx
Xxxx Xxxx, XX 00000
*
_____________________________________
Xxxxxx X. Xxxxx
Address:
0000 Xxxxxxx Xxxx
Xxxxxx XX 00000
*
______________________________________
Xxxxxx X. Xxxxxx
Address:
00 Xxxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
*/s/Xxxxx X. Xxxxxx
_____________________________________
By Xxxxx X. Xxxxxx,
Attorney-in-Fact
