REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT is made as of August 31, 1998, between CORE, INC., a
Massachusetts corporation (the "Company"), and Xxxxxxx X. Xxxxxxxx, Xxxxx X.
Xxxxxx, Xxxx X. Xxxxxx, Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxx (each a
"Stockholder" and collectively with their permitted assigns, the
"Stockholders").
The Company and the Stockholders are among the parties to a Stock
Purchase Agreement dated August 31, 1998 (the "Purchase Agreement"), pursuant
to which CORE shall purchase all of the outstanding shares of capital stock
of Disability Reinsurance Management Services, Inc., a Delaware corporation,
("DRMS"). In order to induce the Stockholders to enter into the Purchase
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 Closing under the Purchase Agreement. Unless otherwise
provided in this Agreement, capitalized terms used herein shall have the
meanings set forth in paragraph 9 hereof or in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:
1. DEMAND REGISTRATION.
(a) REQUESTS FOR REGISTRATION. Commencing one year after the
execution of this Agreement and during the term of this Agreement, the
holders of at least 50% of the Registrable Securities may request
registration under the Securities Act of all or part of their Registrable
Securities on Form S-3 or any similar or successor short-form registration
statement (a "Short-Form Registration"), PROVIDED that the Company shall be
eligible to effect a Short-Form Registration at the time such request is
made. Within twenty business days after receipt of any such request, the
Company will give written notice of such requested registration to all other
holders of Registrable Securities and will include in such registration all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within 15 days after the receipt of the
Company's notice. A registration requested pursuant to this paragraph 1(a) is
referred to herein as a "Demand Registration". Notwithstanding the foregoing,
the Company shall not be required to effect any Demand Registration if the
aggregate number of shares of Registrable Securities to be included therein
(after giving effect the requests of all holders of the Company's securities
to have securities included therein) shall be less than 300,000. Any
Stockholder who does not participate in a Demand Registration shall have no
further rights under paragraph 1 of this Agreement, unless such Demand
Registration does not count as a Short-Form Registration, in which event such
nonparticipating Stockholder shall retain all of such Stockholder's rights
under Section 1 of this Agreement with respect to all subsequent Demand
Registrations. A registration will not count as a Short-Form Registration
until it has become and remained (in accordance with paragraph 4(b) below)
effective, unless such registration has been withdrawn or discontinued at the
request of Stockholders holding more than 50% of the Registrable Securities
to be included, or which have been included but remain unsold, in such
registration.
(b) DEMAND REGISTRATION EXPENSES. The Company shall pay all
Registration Expenses (as defined in paragraph 5 below) for the Demand
Registration. The Demand Registration shall be an underwritten offering if
the Company or the holders of a majority of the Registrable Securities to be
included therein so request. Subject to paragraph 1(c) below, all costs of
sale and distribution of the registered shares shall be borne by the
Stockholders.
(c) PRIORITY ON DEMAND REGISTRATION. If a Demand Registration is
an underwritten offering, and the managing underwriters advise the Company or
the holders of Registrable Securities included in such offering in writing
that in such managing underwriter's opinion the number of Registrable
Securities and other securities requested to be included exceeds the number
of Registrable Securities and other securities which can be sold in such
offering without adversely affecting the marketability of the offering, the
Company will include in such registration prior to the inclusion of any
securities which are not Registrable Securities the number of Registrable
Securities requested to be included which in the opinion of such underwriters
can be sold, pro rata among the respective holders on the basis of the amount
of Registrable Securities owned.
(d) RESTRICTIONS. If, at the time of any request to register
Registrable Securities pursuant to this paragraph 1, the Company
(i) has filed, or has definite and good faith plans to file
within 90 days after the time of the request, a registered public offering as
to which the holders will be entitled to include Registrable Securities
pursuant to paragraph 2, or
(ii) is engaged in any other activity which, in the good
faith determination of the Company's board of directors, would be adversely
affected by the requested registration to the material detriment of the
Company.
then the Company's board of directors may at its option direct that such
request be delayed for a period not in excess of six (6) months from the
effective date of such offering or the date of commencement of such other
activity, as the case may be.
(e) SELECTION OF UNDERWRITERS. In the Demand Registration, the
Company will have the right to select the investment banker(s) and manager(s)
to administer the offering, subject to the approval of holders of a majority
of the Registrable Securities included in the Demand Registration, which
approval will not be unreasonably withheld.
(f) UNDERWRITING AGREEMENT. If requested by the underwriters for
any underwritten offering by holders of Registrable Securities pursuant to a
registration requested under this paragraph 1, the Company will enter into an
underwriting agreement with such underwriters for such offering, such
agreement to contain such representations and warranties by the Company and
such other terms and provisions as are customarily contained in agreements of
that type, including without limitation indemnities to the effect and to the
extent provided in paragraph 6 hereof.
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2. PIGGYBACK REGISTRATIONS.
(a) RIGHT TO PIGGYBACK. Whenever the Company proposes to register any
of its securities under the Securities Act of 1933 (the "Securities Act") and
the registration form to be used may be used for the registration of
Registrable Securities (each a "Piggyback Registration"), the Company will
give prompt written notice to all holders of Registrable Securities of its
intention to effect such a registration and will include in such registration
all Registrable Securities with respect to which the Company has received
written requests for inclusion therein within 15 days after the receipt of
the Company's notice.
(b) PIGGYBACK EXPENSES. The Registration Expenses of the holders of
Registrable Securities will be paid by the Company in all Piggyback
Registrations.
(c) 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 such offering without adversely affecting the
marketability of the offering, the Company will include in such registration
(i) first, the securities the Company proposes to sell, (ii) second, the
Company's securities issued to Transcend Services, Inc. in connection with
the Company's acquisition of all of the assets of Transcend Case Management,
Inc. which shares are subject to a Registration Rights Agreement entered into
between the Company and Transcend Services, Inc. on March 17, 1998 (the
"Transcend Registrable Securities") requested to be included in such
registration, (iii) third, the 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,
and (iv) fourth, other securities requested to be included in such
registration.
(d) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback Registration is
an underwritten secondary registration on behalf of holders of the Company's
securities, 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 such offering without
adversely affecting the marketability of the offering, the Company will
include in such registration (i) first, the securities requested to be
included therein by the holders requesting such registration, (ii) the
Transcend Registrable Securities requested to be included, (iii) third, the
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 securities so requested to be included therein, and (iv) fourth,
other securities requested to be included in such registration.
(e) SELECTION OF UNDERWRITERS. If any Piggyback Registration is an
underwritten offering, the Company in its sole discretion shall select the
investment banker(s) and manager(s) for the offering.
(f) UNDERWRITING AGREEMENT. If requested by the underwriters for any
underwritten offering by holders of Registrable Securities pursuant to a
registration requested under this paragraph 2, the holders of Registrable
Securities participating in such registration shall enter into an
underwriting agreement with such underwriters for such offering, such
agreement to
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contain such representations and warranties by the Company and such other
terms and provisions as are customarily contained in agreements of that type,
including without limitation indemnities to the effect and to the extent
provided in paragraph 6 hereof.
3. HOLDBACK.
(a) Each Stockholder agrees not to effect any public sale or
distribution (including sales pursuant to Rule 144 or Rule 144A) of equity
securities of the Company, or any securities convertible into or exchangeable
or exercisable for such securities, during a period not exceeding the seven
days prior to and the 180-day period beginning on the effective date of any
underwritten Demand Registration or any underwritten Piggyback Registration
in which Registrable Securities of such Stockholder are included (except as
part of such underwritten registration), unless the underwriters managing the
registered public offering otherwise agree, PROVIDED that the Stockholders
shall not be subject to a longer period than any other seller of securities
included in such offering.
(b) The 180-day period referred to in paragraph 3(a) above may be
changed unilaterally by the Company at the request of its investment banker
and/or the manager of the offering, provided, however that (i) such period
shall not be extended beyond 270 days and (ii) the Stockholders shall not be
subject to a longer period than any other similarly situated Person.
4. REGISTRATION PROCEDURES. Whenever the Stockholders have requested
that any Registrable Securities be registered pursuant to this Agreement, the
Company will use its best efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto the Company will as expeditiously
as possible:
(a) prepare and file with the Securities and Exchange Commission (in
the case of a registration pursuant to paragraph 1 hereof, such filing to be
made within 90 days of the initial request therefor) a registration statement
with respect to such Registrable Securities and use its reasonable best
efforts to cause such registration statement to become and remain effective
(provided that not less than 5 business days before filing a registration
statement or prospectus or any amendments or supplements thereto, the Company
will furnish to the counsel selected by the holders of a majority of the
Registrable Securities covered by such registration statement copies of all
such documents proposed to be filed, which documents will be subject to the
reasonable review of such counsel);
(b) prepare and file with the Securities and Exchange 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 six months and comply with
the provisions of the Securities Act with respect to the disposition of all
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 and each
underwriter, if any, of the securities being sold by such seller, such number
of copies of such registration statement, each
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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 reasonable 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 will 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) notify each seller 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 will prepare a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus will not contain an untrue statement of a
material fact or omit to state any fact necessary to make the statements
therein not misleading;
(f) advise each seller of Registrable Securities covered by such
registration statement, promptly after it receives notice thereof, of the
time when such registration statement, or any supplement thereto, or any
amendment to such registration statement have become effective or any related
prospectus or any supplement to such prospectus or any amendment to such
prospectus has been filed, of the issuance by the Securities and Exchange
Commission of any stop order or of any order preventing or suspending the use
of any related preliminary prospectus or prospectus, of the suspension of the
qualification of such Registrable Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Securities and Exchange Commission for the
amending or supplementing of such registration statement or prospectus or for
additional information; and in the event of the issuance of any stop order or
of any order preventing or suspending the use of any such preliminary
prospectus or prospectus or suspending any such qualification, to use
promptly its best efforts to obtain withdrawal of such order;
(g) file promptly all documents required to be filed with the
Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of
the Exchange Act subsequent to the time such registration statement becomes
effective and during any period when any related prospectus is required to be
delivered;
(h) 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 if so qualified;
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(i) provide an independent transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;
(j) 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;
(k) 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; and
(l) otherwise use its best efforts to comply with all applicable rules
and regulations of the Securities and Exchange 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 ll(a) of the Securities Act and Rule 158 thereunder.
In connection with the Demand Registration or any Piggyback
Registration, the holders of Registrable Securities will expeditiously supply
the Company with all reasonably requested information and copies of all
documents reasonably necessary to effect such registration in compliance with
the Securities Act and the rules and regulations thereunder and shall
otherwise cooperate with the Company and its counsel in expediting the
effectiveness of any such registration.
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, and fees and
disbursements of counsel for the Company and all independent certified public
accountants, underwriters (excluding discounts and commissions and excluding
legal fees and disbursements of any counsel for the holders of Registrable
Securities) and other Persons retained by the Company (all such expenses
being herein called "Registration Expenses"), will be borne as provided in
this Agreement, except that the Company will, 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.
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(b) To the extent expenses in connection with a registration hereunder
are not required to be paid by the Company, each holder of securities
included in any registration hereunder will pay those Registration Expenses
allocable to the registration of such holder's securities so included, and
any Registration Expenses not so allocable will 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 Stockholder, such Stockholder's officers, directors, counsel and each
Person who controls such Stockholder (within the meaning of the Securities
Act) against all losses, claims, damages, liabilities and expenses resulting
from 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 omission or alleged omission of a
material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are caused by
or contained in any information furnished in writing to the Company by such
Stockholder expressly for use therein or by such Stockholder's failure to
deliver a copy of the registration statement or prospectus or any amendments
or supplements thereto after the Company has furnished such Stockholder with
a sufficient number of copies of the same. In connection with an
underwritten offering, the Company will indemnify such underwriters, their
officers and directors 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 Stockholders; provided that such
underwriters indemnify the Company to the same extent as provided in
subparagraph (b) below with respect to indemnification of the Company by the
Stockholders.
(b) In connection with any registration statement in which a
Stockholder is participating, each such Stockholder will 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, will indemnify the Company,
its directors, officers, counsel 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 Stockholder;
provided that the obligation to indemnify will be individual to each
Stockholder and will be limited to the net amount of proceeds received by
such Stockholder from the sale of Registrable Securities pursuant to such
registration statement.
(c) Any Person entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification 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 will not be subject to any liability for any
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settlement made by the indemnified party without its consent (but such
consent will not be unreasonably withheld). An indemnifying party who is not
entitled to, or elects not to, assume the defense of a claim will 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.
(d) The indemnification provided for under this Agreement will remain
in full force and effect regardless of any investigation made by or on behalf
of the indemnified party or any officer, director or controlling Person of
such indemnified party and will 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. 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.
The indemnification and contribution required by this paragraph 6 shall
be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred.
7. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any registration hereunder which is underwritten unless such
Person (a) 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 and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements
all in accordance with the other terms and conditions hereof.
8. RULE 144. The Company covenants that it will timely file the reports
required to be filed by it under the Securities Act or the Securities
Exchange Act of 1934, as from time to time in effect (the "Exchange Act"),
including but not limited to the reports under Sections 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Securities and Exchange Commission under the Securities Act, and the rules
and regulations adopted by the Securities and Exchange Commission thereunder,
and will take such further action as any holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable
such holder to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by (i) Rule
144 under the Securities Act, as such Rule may be amended from time to time,
or (ii) any similar rule or regulation hereafter adopted by the Securities
and Exchange Commission. Upon the request of any holder of Registrable
Securities, the Company will deliver to such holder a written statement as to
whether it has complied with such requirements.
9. DEFINITIONS.
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"Person" means an individual, a partnership, 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.
"Registrable Securities" means (i) any of the shares of the Company's
common stock which are issued to the Stockholders pursuant to the Purchase
Agreement, (ii) any Common Stock issued or issuable with respect to the
securities referred to in clause (i), and (iii) by way of a stock dividend or
stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization. As to any particular
Registrable Securities, such securities will cease to be Registrable
Securities upon transfer of such shares by any Stockholder to any other party
except for permitted transferees as described in Section ll(e).
"Registration Expenses" means as defined in paragraph 5(a) hereto.
Unless otherwise stated, other capitalized terms contained herein have
the meanings set forth in the Purchase Agreement.
10. TERM. This Agreement shall terminate upon the earliest of the
following events: (i) five (5) years from the date of this Agreement, (ii)
upon all of the Registrable Securities being registered and sold pursuant to
an effective registration statement, or (iii) upon the sale of all of the
Stockholders' Registrable Securities through any combination of methods
including Rule 144 or Rule 144A.
11. MISCELLANEOUS.
(a) NO INCONSISTENT AGREEMENTS. The Company will not hereafter enter
into any agreement with respect to its securities which is inconsistent with
or violates the rights granted to the holders of Registrable Securities in
this Agreement. The Stockholders acknowledge that they are aware of, have
received a copy of and reviewed the Registration Rights Agreement between the
Company and Transcend Services, Inc. dated March 17, 1998.
(b) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company will 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 materially
adversely affect the marketability of such Registrable Securities in any such
registration (including, without limitation, effecting a stock split or a
combination of shares).
(c) SPECIFIC PERFORMANCE. Each of the parties hereto acknowledges and
agrees that the other Parties hereto would be damaged irreparably in the
event any of the provisions of this Agreement are not performed in accordance
with their specific terms or otherwise are breached. Accordingly, each of the
parties hereto agrees that each other party hereto shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and the terms and
provisions hereof in any action instituted in any court of the United States
or any state thereof having jurisdiction over the parties hereto and the
matter in addition to any other remedy to which it may be entitled, at law or
in equity.
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(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.
(e) SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto will bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. None of the Stockholders shall be permitted to
assign their respective rights under this Agreement to any party without the
Company's prior written consent, which the Company may withhold in its sole
discretion, provided however the Company hereby consents to assignment of
rights hereunder to the following permitted transferees: the spouse or issue
of the existing Stockholder, or the legal representative of any trust or
estate in which the Stockholder or his or her spouse or issue shall have the
principal beneficial interest or to any other Stockholder who is a party
hereto.
(f) SEVERABILITY. Whenever possible, each provision of this Agreement
will 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 or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
(g) COUNTERPARTS. This Agreement may be executed simultaneously 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 will constitute
one and the same Agreement.
(h) DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
(i) GOVERNING LAW. The corporate law of Massachusetts will govern all
issues concerning the relative rights of the Company and its stockholders.
All other questions concerning the construction, validity and interpretation
of this Agreement and the exhibits and schedules hereto will be governed by
the internal law, and not the law of conflicts, of Massachusetts.
(j) 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 when delivered personally
to the recipient, sent to the recipient by reputable express courier service
(charges prepaid) or mailed to the recipient by certified or registered mail,
return receipt requested and postage prepaid. Such notices, demands and other
communications will be sent to each Stockholder at the address indicated in
the Purchase Agreement, 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.
(k) ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes any and all prior understandings and agreements, whether
written or oral, with respect to such subject matter.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above
CORE, INC.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, Chief Financial Officer
STOCKHOLDERS
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxx
------------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
------------------------------------------
Xxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxxx
------------------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxx
------------------------------------------
Xxxxx X. Xxxx
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