REGISTRATION RIGHTS AGREEMENT
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THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated April 1, 1999,
is by and between CADMUS COMMUNICATIONS CORPORATION, a Virginia corporation
("Cadmus"), MELHAM U.S. INC., a Delaware corporation ("Melham US"), PURICO (IOM)
LIMITED, an Isle of Man company ("Purico"), and XXXX X. XXXX ("Xxxx" and
together with Melham US and Purico, the "Sellers").
WHEREAS, Cadmus and Sellers have entered into a Stock Purchase Agreement,
dated April 1, 1999, (the "Purchase Agreement") pursuant to which Sellers have
agreed to sell and Cadmus has agreed to purchase all of the issued and
outstanding stock and warrants of Melham Holdings, Inc., a Delaware corporation;
and
WHEREAS, the Purchase Agreement provides that Cadmus shall register the
shares of common stock of Cadmus, $0.50 par value per share ("Cadmus Common
Stock") received by Sellers pursuant to the Purchase Agreement.
NOW THEREFORE, in consideration of the premises and agreements set forth
below and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions.
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As used in this Agreement, all undefined terms shall have the meaning given
to them in the Purchase Agreement and, unless the context otherwise requires,
the following terms shall have the following respective meanings:
"Commission" means the Securities and Exchange Commission.
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations of the Commission promulgated
thereunder.
"Person" means any individual, partnership, corporation, limited
liability company, trust or unincorporated organization, or a government or
agency or political subdivision thereof.
"Registrable Securities" shall mean the 1,161,585 shares of Cadmus
Common Stock originally issued to the Sellers, and any securities issued or
issuable with respect to any such Cadmus Common Stock by way of stock dividend
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization or otherwise, until (i) the date
on which such Cadmus Common Stock has been effectively registered under the
Securities Act and disposed of pursuant to an effective registration statement,
(ii) the date on which all of such Cadmus Common Stock is saleable pursuant to
Rule 144 (k) under the Securities Act (or any similar provision then in effect),
or (iii) the date on which such Cadmus Common Stock ceases to be outstanding.
"Registration Expenses" shall mean all expenses incident to Cadmus's
performance of or compliance with this Agreement, including, without limitation,
all registration, filing and listing fees, all fees and expenses of complying
with federal or state securities laws with respect to the initial registration
of Cadmus Common Stock and maintaining the effectiveness of such registration,
all word processing, duplicating and printing expenses, messenger and delivery
expenses, the fees and expenses of counsel for Cadmus and of Cadmus's
independent auditors, including the expenses of any opinions of counsel for
Cadmus in connection with the Sellers' sale of Registrable Securities under the
registration statement required under this Agreement, and premiums and other
costs of insurance policies obtained by Cadmus against liabilities arising out
of any registration effected pursuant to this Agreement.
"Securities Act" means the Securities Act of 1933, as amended from
time to time, and the rules and regulations of the Commission promulgated
thereunder.
2. Piggy-Back Registration under the Securities Act.
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a. Right to Include Registrable Securities. If Cadmus, at any
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time beginning on the first anniversary of the date hereof and ending on the
second anniversary of the date hereof, proposes to register any of its
securities under the Securities Act (other than by a registration on Form X-0,
Xxxx X-0 or any successor or similar form), whether or not for sale for its own
account, it will at each such time give written notice to all Sellers of its
intention to do so and of such Sellers rights under this Section 2(a) promptly
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thereafter (but in no event later than 45 days prior to the date such
registration statement is filed with Commission). Upon the written request of
any such Seller made within 30 days after the receipt of any such notice (which
request shall specify the Registrable Securities intended to be disposed of by
such Seller and the intended method of disposition thereof), Cadmus will use its
reasonable best efforts to effect the registration under the Securities Act of
all Registrable Securities of such Seller which Cadmus has been so requested to
register by the Sellers, to the extent requisite to permit the disposition by
such Seller (in accordance with the intended methods thereof) of the Registrable
Securities so to be registered, provided that if, at any time after giving
written notice of its intention to register any securities and prior to the
effective date of the registration statement filed in connection with such
registration, Cadmus shall determine for any reason not to register or to delay
registration of such securities, Cadmus may, at its election, give written
notice of such determination to each Seller requesting registration of
Registrable Securities and, thereupon, (i) in the case of a determination not to
register, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its obligation to
pay the Registration Expenses in connection therewith), and (ii) in the case of
a determination to delay registering, shall be permitted to delay registering
any Registrable Securities, for the same period as the delay in registering such
other securities.
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The Sellers shall provide Cadmus with customary information regarding the
intended disposition of the Registrable Securities and other information
required to enable Cadmus to effect the registration.
b. Apportionment in Piggy-Back Registrations. If (i) a registration
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pursuant to this Section 2 involves an underwritten offering of the securities
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being registered, whether or not for sale for the account of Cadmus, to be
distributed (on a firm commitment basis) by or through one or more underwriters
of recognized national or regional standing under underwriting terms appropriate
for such a transaction, and (ii) the managing underwriter of such underwritten
offering shall inform Cadmus and the Sellers requesting such registration by
letter of its belief that the number of securities requested to be included in
such registration exceeds the number which can be sold in (or during the time
of) such offering or that the inclusion would adversely affect the marketing of
the securities to be sold by Cadmus therein, then Cadmus may include all
securities proposed by Cadmus to be sold for its own account and may decrease
the number of Registrable Securities and other securities of Cadmus so proposed
to be sold and so requested by Sellers to be included in such registration pro
rata on the basis of the percentage of the securities of Cadmus held by the
Sellers requesting registration of such Registrable Securities and such other
securities) to the extent necessary to reduce the number of securities to be
included in the registration to the level recommended by the managing
underwriter (it being understood that if securities are being offered for the
account of any person or entity other than Cadmus, then the proportion by which
the amount of Registrable Securities intended to be offered for the account of
any Seller is reduced shall not exceed the proportion by which the amount of
securities to be offered for the account of such other person or entity is
reduced).
c. Expenses. Cadmus will pay all Registration Expenses in
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connection with the registration of the Registrable Securities pursuant to this
Agreement.
d. Effective Registration Statement. The registration required
--------------------------------
pursuant to this Agreement shall not be deemed to have been effected unless a
registration statement under the Securities Act, for an offering of the
Registrable Securities has become effective in accordance with Section 2(e)
------------
hereof.
e. Registration Procedures. If and whenever Cadmus is under an
-----------------------
obligation pursuant to the provisions of this Agreement to effect the
registration of the Registrable Securities, Cadmus shall, as expeditiously as
practicable, use its reasonable efforts to:
(i) Prepare and file with the Commission the registration
statement specified herein with respect to such securities
and cause such registration statement to become effective
in accordance with Section 2(e)(ii) hereof; provided that
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the Company may discontinue any registration of its
securities which are not Registrable Securities and, under
the
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circumstances specified in Section 2(a), its securities
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which are Registrable Securities at any time prior to the
effective date of the registration statement relating
thereto;
(ii) Until such time as the Sellers have satisfied the holding
period requirements of Rule 144(k) under the Securities
Act, prepare and file with the Commission all amendments
and supplements to such registration statement, and the
prospectus used in connection therewith, take all other
action and make all other filings as are required to
update such registration statement or prospectus, as the
case may be, and comply with the provisions of the
Securities Act with respect to the sale or other
disposition of all Registrable Securities covered by such
registration statement;
(iii) Furnish to the Sellers such number of conformed copies of
such registration statement, each such amendment and
supplement thereto, including such number of copies of the
prospectus contained in such registration statement
(including each preliminary prospectus, and any summary
prospectus) and any other prospectus filed under Rule 424
under the Securities Act, in conformity with the
requirements of the Securities Act, and such other
documents, as the Sellers may reasonably request;
(iv) Until such time as the Sellers have satisfied the holding
period requirements of Rule 144(k) under the Securities
Act, use its reasonable efforts to register, or obtain
exemption from registration or qualification for, all
Registrable Securities under such other securities or blue
sky laws of such jurisdictions as the Sellers shall
reasonably request, to update such registration,
qualification or exemption and take any other action which
may be reasonably necessary or advisable to enable the
Sellers to consummate the disposition in such
jurisdictions of the Registrable Securities owned by the
Sellers, except that Cadmus shall not for any such purpose
be required to qualify generally to do business as a
foreign corporation in any jurisdiction wherein it would
not but for the requirements of this Section 2(e)(iv) be
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obligated to be so qualified, to consent to general
service of process in any
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such jurisdiction or to comply with any requirement or
condition to registration or qualification which would
impose an unreasonable burden on Cadmus or any of its
officers, directors or shareholders;
(v) Cause all 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 to consummate the
disposition of such Registrable Securities;
(vi) Provide and cause to be maintained a transfer agent for
all Registrable Securities covered by such registration
statement from and after a date not later than the
effective date of such registration statement;
(vii) List all Registrable Securities covered by such
registration statement on any securities exchange or
automated trading system on which any of the shares of
Cadmus Common Stock is then listed;
(viii) Advise the Sellers, and, if requested by the Sellers,
confirm such advice in writing, when a registration
statement and any amendment thereto has been filed with
the Commission and when the registration statement or any
post-effective amendment thereto has become effective;
(ix) Notify each Seller of Registrable Securities covered by
such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the
Securities Act, upon discovery that, or upon the happening
of any event as a result of which, the prospectus included
in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits
to state any material fact required to be stated therein
or necessary to make the statements therein not misleading
in the light of the circumstances under which they were
made, and at the request of any such Seller promptly
prepare to furnish to such Seller a reasonable number of
copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such
prospectus shall not include an untrue statement of a
material fact or omit to state a material fact
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required to be stated therein or necessary to make the
statements therein not misleading in the light of the
circumstances under which they were made; and
(x) Otherwise comply with all applicable rules and regulations
of the Commission, and will furnish to each such Seller at
least two business days prior to the filing thereof a copy
of any amendment or supplement to such registration
statement or prospectus and shall not file any thereof to
which any such Seller shall have reasonably objected on
the grounds that such amendment or supplement does not
comply in all material respects with the requirements of
the Securities Act or of the rules or regulations
thereunder.
Cadmus may require the Sellers, as a condition precedent to including each
Seller Registrable Securities in any registration, to furnish to Cadmus within
10 business days after written request for such information has been made by
Cadmus, such customary information regarding the Sellers and the distribution of
such securities as Cadmus may from time to time reasonably request for inclusion
in such registration statement and such other information as may be necessary or
advisable in the reasonable opinion of Cadmus and its counsel, in connection
with such registration statement. The Sellers shall not be entitled to use the
prospectus unless and until they shall have furnished the information required
by this paragraph and all such information required to be disclosed in order to
make the information previously furnished to Cadmus by the Sellers not
materially misleading.
Each Seller agrees that upon receipt of any notice from the Company of the
happening of any event of the kind described in subdivision (ix) of this Section
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2(e), such Seller will keep the fact of such notice confidential, forthwith
----
discontinue such Seller's disposition of Registrable Securities pursuant to the
registration statement relating to such Registrable Securities until such
Seller's receipt of the copies of the supplemented or amended prospectus
contemplated by subdivision (ix) of this Section 2(e) and, if so directed by the
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Company, will deliver to the Company (at the Company's expense) all copies,
other than permanent file copies, then in such holder's possession of the
prospectus relating to such Registrable Securities current at the time of
receipt of such notice. Sales of such Registrable Securities pursuant to a
registration statement shall only be made in the manner set forth in such
currently effective registration statement.
f. Incidental Underwritten Offerings. If Cadmus at any time
---------------------------------
proposes to register any of its securities under the Securities Act as
contemplated by Section 2(a) and such securities are to be distributed by or
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through one or more underwriters, Cadmus will, if requested by any Seller as
provided in Section 2(a) and subject to the provisions of Section 2(b), arrange
------------ ------------
for such underwriters to include all the Registrable Securities to be offered
and sold by such Seller among the securities to be distributed by such
underwriters. The Sellers requesting
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registration of Registrable Securities to be distributed by such underwriters
shall be parties to the underwriting agreement between Cadmus and such
underwriters, including representations, warranties, or agreements regarding
such Seller, such Seller's Registrable Securities and such Seller's intended
method of distribution, any other information supplied by such Seller to Cadmus
for use in the Registration Statement and any other representation required by
law, but only to the extent that is customary for such an underwriting
agreement.
g. Holdback Agreements.
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(i) Each Seller requesting registration of Registrable
Securities agrees, if so required by the managing
underwriter, not to effect any sale or distribution of
any equity securities of the Company during the five
days prior to and the 90-day period (or such shorter
period agreed to by the underwriter) beginning on the
effective date of any underwritten registration
pursuant to Section 2 hereof in which Registrable
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Securities are included (except as part of such
underwritten registration).
(ii) Cadmus agrees not to effect any sale or distribution of
its equity securities, or any securities convertible
into or exchangeable or exercisable for such
securities, during the five days prior to and during
the 90-day period beginning on the effective date of
any underwritten registration pursuant to Section 2
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hereof (except as part of such underwritten
registration or pursuant to registrations on Form S-8
or any successor form).
3. Preparation; Reasonable Investigation. In connection with the
--------------------------------------
preparation and filing of the registration statement pursuant to this Agreement,
Cadmus will give the Sellers and their counsel the opportunity to participate in
the preparation of such registration statement to the extent necessary, in the
opinion of the Sellers' counsel to conduct a reasonable investigation within the
meaning of the Securities Act, provided that Cadmus may condition its disclosure
of information upon receipt of agreements in form acceptable to counsel to
Cadmus restricting trading by such holders in violation of applicable securities
laws and containing usual and customary confidentiality provisions.
4. Indemnification.
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a. Indemnification by Cadmus. Cadmus will, and hereby does,
-------------------------
indemnify and hold harmless the Sellers in selling Registrable Securities
covered by the registration statement required under this Agreement, the
directors, officers, employees, agents and affiliates of Sellers and each other
Person, if any, who control the Sellers within the meaning
7
of the Securities Act or the Exchange Act (the "Sellers Indemnified Parties"),
against any losses, claims, damages or liabilities (or actions or proceedings,
whether commenced or threatened, in respect thereof), joint or several, to which
the Sellers Indemnified Parties may become subject under the Securities Act, the
Exchange Act, state securities or blue sky laws or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained (or
incorporated by reference) in the registration statement (or any amendment or
supplement thereto) under which such Registrable Securities were registered
under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained therein, or any amendment or supplement thereto, or
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
Cadmus will reimburse the Sellers Indemnified Parties for any legal or any other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, liability, action or proceeding; provided that
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the indemnity agreement contained in this Section 4 shall not apply to amounts
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paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of Cadmus (which consent shall not be
unreasonably withheld) nor shall Cadmus be liable in any such case to the extent
that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to Cadmus by the Sellers or its agents or
representatives specifically for use in the preparation thereof. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of the Sellers or any such controlling Person of the Sellers
Indemnified Parties and shall survive the transfer of such Registrable
Securities by the Sellers.
b. Indemnification by the Sellers. The Sellers, jointly and
------------------------------
severally, will, and hereby do, indemnify and hold harmless Cadmus in selling
Registrable Securities covered by the registration statement required under this
Agreement, Cadmus's directors, officers, employees, agents and affiliates and
each other Person, if any, who controls Cadmus within the meaning of the
Securities Act or the Exchange Act, (the "Cadmus Indemnified Parties") against
any losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof), joint or several, to which the
Cadmus Indemnified Parties may become subject under the Securities Act, the
Exchange Act, state securities or blue sky laws or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained (or
incorporated by reference) in the registration statement (or any amendment or
supplement thereto) under which such Registrable Securities were registered
under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained therein, or any amendment or supplement thereto, or
any omission or alleged omission to state therein a material fact required
8
to be stated therein or necessary to make the statements therein not misleading,
but only to the extent that such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to Cadmus by the Sellers or their
agents or representatives specifically for use in the preparation thereof, and
the Sellers, jointly and severally, will reimburse the Cadmus Indemnified
Parties for any legal or any other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, liability,
action or proceeding; provided, however, the indemnity contained in this Section
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4 shall not apply to amounts paid in settlement of any such loss, claim, damage,
-
liability or action if such settlement is effected without the consent of
Sellers (which consent shall not be unreasonably withheld). Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Cadmus Indemnifying Parties and shall survive the transfer of such
Registrable Securities by the Sellers.
c. Notices of Claims; Right to Assume Defense. Promptly after
------------------------------------------
receipt by an indemnified party of notice of the commencement of any action or
proceeding involving a claim referred to in the preceding subdivisions of this
Section 4, such indemnified party will, if a claim in respect thereof is to be
---------
made against an indemnifying party, give written notice to the latter of the
commencement of such action; provided that the failure of any indemnified party
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to give notice as provided herein shall not relieve the indemnifying party of
its obligations under the preceding subdivisions of this Section 4, except to
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the extent that the indemnifying party is actually prejudiced by such failure to
give notice. In case any such action is brought against an indemnified party and
indemnifying parties may exist in respect of such claim, the indemnifying party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified to the extent that it may
wish, with counsel reasonably satisfactory to such indemnified party, and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party for any legal or other expenses subsequently incurred by
the latter in connection with the defense thereof other than reasonable costs of
investigation (unless the indemnified party reasonably concludes that there may
be different defenses available to it, in which case the indemnified party shall
be indemnified for the reasonable expenses incurred in retaining separate legal
counsel). No indemnifying party shall, without the consent of the indemnified
party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
to such claim or litigation.
d. Other Indemnification. Indemnification similar to that
---------------------
specified in the preceding subdivisions of this Section 4 (with appropriate
---------
modifications) shall be given by Cadmus and the Sellers with respect to any
required registration or other qualification of
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Registrable Securities under any federal or state law or regulation of any
governmental authority other than the Securities Act.
e. Contribution. If the indemnification provided for in this
------------
Section 4 is for any reason unavailable or insufficient to hold harmless an
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indemnified party under Section 4(a), Section 4(b) or Section 4(c), then the
------------ ------------ ------------
indemnifying party shall contribute the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities
referred to in this Section 4 in such proportion as is appropriate to reflect
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the relative fault of Cadmus on the one hand and the Sellers on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. Relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by Cadmus or the Sellers and the party's relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. No Person guilty of fraudulent misrepresentation (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. Each party entitled to contribution agrees that upon the
service of a summons or other initial legal process upon it in any action
instituted against it in respect of which contribution may be sought, it shall
promptly give written notice of such service to the party or parties from whom
contribution may be sought, but the omission so to notify such party or parties
of any such service shall not relieve the party from whom contribution may be
sought from any obligation it may have hereunder or otherwise, unless the
failure to give notice is prejudicial to such party from whom contribution may
be sought.
5. Rule 144 Requirements. Whenever any Seller is able to reasonably
---------------------
demonstrate to Cadmus (and its counsel) that the provisions of Rule 144(k) under
the Securities Act are available to it, such Sellers shall be entitled to
receive from Cadmus, at Cadmus's expense, a new certificate that does not bear
the restrictive legend set forth in Section 3.34(h) of the Purchase Agreement.
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6. Notices. All notices, requests, claims, demands and other
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communications hereunder shall be in writing and shall be deemed to have been
duly given if personally delivered or, if mailed, ten (10) business days after
being mailed by United States first-class, certified or registered mail, postage
prepaid, or, if sent by overnight delivery by a nationally recognized courier
such as DHL, Federal Express or United Parcel Service, two (2) business days
after deposit with such courier, or, if sent by telecopy, upon confirmation of
receipt, to the other party at the following address (or at such other address
as shall be given in writing by any party to the other):
If to Buyer: Cadmus Communications Corporation
0000 Xxxx Xxxxx Xxxxxx
00
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Chief Financial Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to: Hunton & Xxxxxxxx
Riverfront Plaza, East Tower
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: T. Xxxxxx Xxxxx, III, Esq.
If to the Sellers: Purico (IOM) Limited
X.X. Xxx 00
Analyst House
00-00 Xxxx Xxxx
Xxxxxxx
Xxxx xx Xxx
XX00 IAP
Facsimile No.: 44-1624-629-983
Attention: President
Melham U.S. Inc.
c/x Xxxx Printing Group
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attention: President
Facsimile No.: (000) 000-0000
Xxxx X. Xxxx
0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxx 00000
With a copy to: Dechert Price & Xxxxxx
4000 Xxxx Atlantic Tower
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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Attention: Xxxxxxxxxxx X. Xxxxxx, Esq.
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
7. Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the laws of the Commonwealth of Virginia without regard to
its conflicts of laws principles or rules.
8. Descriptive Headings. The descriptive headings herein are
--------------------
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
9. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.
10. Severability. If any term or other provision of this Agreement is
------------
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effectuate the original intent of
the parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
11. Amendment. This Agreement may be amended by action taken by the
---------
Buyer and the Sellers; provided that no amendment to this Agreement shall be
--------
made except by an instrument in writing signed on behalf of all of the parties.
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IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of the day and year first above written.
BUYER:
CADMUS COMMUNICATIONS CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President,
Finance and Administration
SELLERS:
MELHAM U.S. INC.
By: /s/ Xxxxx X. X. XxXxxxx
-------------------------------------
Name: Xxxxx X. X. XxXxxxx
Title: Secretary
PURICO (IOM) LIMITED
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Attorney-in-Fact
/s/ Xxxx X. Xxxx
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XXXX X. XXXX
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