EXHIBIT 4.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
December 2, 2003 by and among Crdentia Corp., a Delaware corporation (the
"Company"), and the investors listed on Schedule A hereto (individually, an
"Investor" and collectively, the "Investors").
RECITALS:
A. The Company, PSR Acquisition Corporation, a Delaware corporation and
a wholly-owned subsidiary of the Company, PSR Holdings Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of the
Company, PSR Nurse Recruiting, Inc., a Texas corporation ("PSR Recruiting"),
PSR Nurses Holdings Corp., a Texas corporation ("PSR Holdings"), Xxxxx
Xxxxxx as the sole shareholder of PSR Recruiting, and each of the
shareholders of PSR Holdings are parties to an Agreement and Plan of
Reorganization dated November 4, 2003 (the "Merger Agreement"); and
B. In order to induce the parties to the Merger Agreement to
consummate the transactions contemplated thereby, the Investors and the
Company hereby agree that this Agreement, among other things, shall govern
the rights of the Investors to cause the Company to register shares of
Common Stock of the Company issuable to the Investors.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement and the Merger Agreement, the parties hereto agree as follows:
1. Registration Rights. The Company covenants and agrees as follows:
1.1 Definitions. For purposes of this Agreement:
(a) The term "Act" means the Securities Act of 1933, as amended.
(b) The term "Holder" means any person owning or having the
right to acquire Registrable Securities or any assignee thereof in
accordance with Section 1.10 hereof.
(c) The term "1934 Act" shall mean the Securities Exchange Act
of 1934, as amended.
(d) The term "register," "registered," and "registration" refer
to a registration effected by preparing and filing a registration statement
or similar document in compliance with the Act, and the declaration or
ordering of effectiveness of such registration statement or document.
(e) The term "Registrable Securities" means (i) the Common Stock
of the Company issued to the Investors as a result of the consummation of
the transactions
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contemplated by the Merger Agreement and (ii) any Common Stock of the
Company issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of the
shares referenced in (i) above, excluding in all cases, however, any
Registrable Securities sold by a person in a transaction in which his rights
under this Section 1 are not assigned pursuant to the terms of this
Agreement.
(f) The number of shares of "Registrable Securities then
outstanding" shall be determined by the number of shares of Common Stock
outstanding which are, and the number of shares of Common Stock issuable
pursuant to then exercisable or convertible securities which are,
Registrable Securities.
(g) The term "SEC" shall mean the Securities and Exchange
Commission.
1.2 Company Registration. If, at any time or from time to time (but
without any obligation to do so) the Company proposes to register any of its
stock or other securities under the Act in connection with the public
offering of such securities solely for cash (other than a registration
effected on Form S-3 at the request of one or more stockholders of the
Company or relating solely to the sale of securities to participants in a
Company employee benefit plan or corporate reorganization or other
transaction covered by Rule 145 promulgated under the Act, or a registration
on any form which does not permit secondary sales or include substantially
the same information as would be required to be included in a registration
statement covering the sale of the Registrable Securities), the Company
shall, at such time, promptly give each Holder written notice of such
registration. Upon the written request of each Holder given within twenty
(20) days after mailing of such notice by the Company in accordance with
Section 2.6 hereof, the Company shall, subject to the provisions of Section
1.6 hereof, cause to be registered under the Act all of the Registrable
Securities that each such Holder has requested to be registered.
1.3 Obligations of the Company. Whenever required under this
Section 1 to effect the registration of any Registrable Securities, the
Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its reasonable best efforts
to cause such registration statement to become effective.
(b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply
with the provisions of the Act with respect to the disposition of all
securities covered by such registration statement.
(c) Furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably
request in order to facilitate the disposition of Registrable Securities
owned by them that are included in such registration.
(d) Use its reasonable best efforts to register and qualify the
securities
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covered by such registration statement under such other securities or Blue
Sky laws of such jurisdictions as shall be reasonably requested by the
Holders; provided, however, that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or
to file a general consent to service of process in any such states or
jurisdictions, unless the Company already is subject to service in such
jurisdiction and except as may be required by the Act.
(e) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such offering. Each
Holder participating in such underwriting shall also enter into and perform
its obligations under such agreement.
(f) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event the
result of which causes the prospectus included in such registration
statement, as then in effect, to include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing; and thereafter the Company will use reasonable
efforts to amend or supplement such prospectus in order to cause such
prospectus not to include any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of circumstances then
existing; provided, however, that upon such notification by the Company,
the Holders will not offer or sell Registrable Securities until the Company
has notified the Holders that it has prepared a supplement or amendment to
such prospectus and delivered copies of such supplement or amendment to the
Holders (it being understood and agreed by the Company that the foregoing
proviso shall in no way diminish or otherwise impair the Company's
obligations to prepare a prospectus amendment or supplement as above
provided in this Section 1.3(f)).
(g) Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar
securities issued by the Company are then listed.
(h) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of
such registration.
1.4 Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition
of such securities as shall be required to effect the registration of such
Holder's Registrable Securities.
1.5 Expenses of Registration. All expenses (other than underwriting
discounts and commissions) incurred in connection with any registrations,
filings or qualifications of Registrable Securities pursuant to Section 1.2,
including (without limitation) all registration,
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filing and qualification fees, printers' and accounting fees and fees and
disbursements of counsel for the Company shall be borne by the Company.
1.6 Underwriting Requirements. In connection with any offering
involving an underwriting of shares of the Company's capital stock, the
Company shall not be required under Section 1.2 hereof to include any of
the Holders' securities in such underwriting unless they accept the terms
of the underwriting as agreed upon between the Company and the underwriters
selected by it (or by other persons entitled to select the underwriters),
and then only in such quantity as the underwriters determine in their sole
discretion will not jeopardize the success of the offering by the Company.
If the total amount of securities, including Registrable Securities,
requested by stockholders to be included in such offering exceeds the
amount of securities sold other than by the Company that the underwriters
determine in their sole discretion is compatible with the success of the
offering, then the Company shall be required to include in the offering only
that number of such securities, including Registrable Securities, which the
underwriters determine in their sole discretion will not jeopardize the
success of the offering (the securities so included to be apportioned pro
rata among the selling stockholders according to the total amount of
securities entitled to be included therein owned by each selling
stockholder, or in such other proportions as shall mutually be agreed to by
such selling stockholders). For purposes of the preceding parenthetical
concerning apportionment, for any selling stockholder which is a holder of
Registrable Securities and which is a limited liability company,
partnership or corporation, the members, partners, retired partners and
stockholders of such holder, or the estates and family members of any such
members, partners and retired partners and any trusts for the benefit of
any of the foregoing persons shall be deemed to be a single "selling
stockholder," and any pro-rata reduction with respect to such "selling
stockholder" shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such
"selling stockholder," as defined in this sentence.
1.7 Delay of Registration. No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect
to the interpretation or implementation of this Section 1.
1.8 Indemnification. In the event any Registrable Securities are
included in a registration statement under this Section 1:
(a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, the partners, officers, and directors of
each Holder, any underwriter (as defined in the Act) for such Holder and
each person, if any, who controls such Holder or underwriter within the
meaning of the Act or the 1934 Act, against any losses, claims, damages or
liabilities (joint or several) to which they may become subject under the
Act, the 1934 Act or any state securities law, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any of the following statements, omissions or violations
(collectively a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein
or any amendments or supplements thereto, (ii) the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading, or (iii) any
violation or alleged violation by the Company of the Act, the 1934 Act, or
any rule or regulation promulgated under the Act or the
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1934 Act or any state securities law in connection with the offering
covered by such Registration Statement; and the Company will pay to each
such Holder, partner, officer, director, underwriter or controlling person,
as incurred, any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement
contained in this subsection 1.8(a) 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 the Company (which consent
shall not be unreasonably withheld or delayed), nor shall the Company be
liable to any Holder, underwriter or controlling person for any such loss,
claim, damage, liability or action to the extent that it arises out of or
is based upon a Violation which occurs in reliance upon and in conformity
with written information furnished expressly for use in connection with
such registration by any such Holder, partner, officer, director,
underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder will, if
Registrable Securities held by such Holder are included in the applicable
registration statement, indemnify and hold harmless the Company, each of its
directors, each of its officers who has signed the registration statement,
each person, if any, who controls the Company within the meaning of the Act,
any underwriter, any other Holder selling securities in such registration
statement and any controlling person of any such underwriter or other
Holder, against any losses, claims, damages or liabilities (joint or
several) to which any of the foregoing persons may become subject under the
Act or the 1934 Act or any state securities law in connection with the
offering covered by such registration statement insofar as such losses,
claims, damages or liabilities (or actions in respect thereto) arise out of
or are based upon any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in conformity
with written information furnished by such Holder expressly for use in
connection with such registration; and each such Holder will pay any legal
or other expenses reasonably incurred by any person intended to be
indemnified pursuant to this subsection 1.8(b), in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the indemnity agreement contained in this
subsection 1.8(b) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected with
out the consent of the Holder (which consent shall not be unreasonably
withheld or delayed); provided further, that in no event shall any indemnity
under this subsection 1.8(b) exceed the net proceeds from the offering
received by such Holder, except in the case of willful misconduct or fraud
by such Holder.
(c) Promptly after receipt by an indemnified party under this
Section 1.8 of notice of the commencement of any action (including any
governmental action) as to which indemnity may be sought hereunder, such
indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 1.8, deliver to the indemnifying
party a written notice of the commencement thereof. The indemnifying party
shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly
noticed, to assume the defense thereof with counsel mutually satisfactory
to the parties; provided, however, that an indemnified party (together with
all other indemnified parties which may be represented without conflict by
one counsel) shall have the right to retain one separate counsel, with the
reasonable fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential
differing interests between
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such indemnified party and any other party represented by such counsel in
such proceeding. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action, if
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Section 1.8, but the omission to so deliver written notice to the
indemnifying party will not relieve the indemnifying party of any liability
that it may have to any indemnified party otherwise than under this
Section 1.8.
(d) The foregoing indemnity agreements of the Company and
Holders are subject to the condition that, insofar as they related to any
Violation made in a preliminary prospectus but eliminated or remedied in
the amended prospectus on file with the SEC at the time the registration
statement in question becomes effective or the amended prospectus filed
with the SEC pursuant to SEC Rule 424(b) (the "Final Prospectus"), such
indemnity agreement shall not inure to the benefit of any person if a copy
of the Final Prospectus was furnished to the indemnified party and was not
furnished to the person asserting the loss, liability, claim or damage at
or prior to the time such action is required by the Act. If the
indemnification provided for in this Section 1.8 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, claim, damage or liability referred to herein, then
the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability 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 that resulted in such
loss, claim, damage or liability, as well as any other relevant equitable
considerations; provided, however, that in no event shall (i) any
contribution by a Holder under this subsection 1.8(d) exceed the net
proceeds from the offering received by such Holder, except in the case of
willful fraud by such Holder, and (ii) any person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) be entitled to contribution from any person or entity who was not
guilty of such fraudulent misrepresentation. The relative fault of the
indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the
indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with the underwritten
public offering are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall control.
(f) The obligations of the Company and Holders under this
Section 1.8 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1, and otherwise.
1.9 Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Section 1 may
be assigned (but only with all related obligations) by a Holder to a
transferee or assignee of such securities who, is approved in writing by
the Company or who, after such assignment or transfer, holds all of the
then
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outstanding shares of Registrable Securities held by such Holder, provided:
(a) the Company is, within a reasonable time after such transfer, furnished
with written notice of the name and address of such transferee or assignee
and the securities with respect to which such registration rights are being
assigned; (b) such transferee or assignee agrees in writing to be bound by
and subject to the terms and conditions of this Agreement; and (c) such
assignment of rights hereunder shall be effective only if immediately
following such transfer the further disposition of such securities by the
transferee or assignee is restricted under the Act.
1.10 Deferral. Notwithstanding anything in this Agreement to the
contrary, if the Company shall furnish to the Holders a certificate signed
by the President or Chief Executive Officer of the Company stating that the
Board of Directors of the Company has made the good faith determination (a)
that continued use by the Holders of a registration statement for purposes
of effecting offers or sales of Registrable Securities pursuant thereto
ould require, under the Act, premature disclosure in the registration
statement (or the prospectus relating thereto) of material, nonpublic
information concerning the Company, its business or prospects or any
proposed material transaction involving the Company, (b) that such
premature disclosure would be materially adverse to the Company, its
business or prospects or any such proposed material transaction or would
make the successful consummation by the Company of any such material
transaction significantly less likely and (c) that it is therefore
essential to suspend the use by the Holders of any such registration
statement (and the prospectus relating thereto) for purposes of effecting
offers or sales of Registrable Securities pursuant thereto, then the right
of the Holders to use any such registration statement (and the prospectus
relating thereto) for purposes of effecting offers or sales of Registrable
Securities pursuant thereto shall be suspended until further notice by the
Company (the "Suspension Period"). During the Suspension Period, none of
the Holders shall offer or sell any Registrable Securities pursuant to or
in reliance upon any such registration statement (or the prospectus relating
thereto).
1.11 Reports Under Securities Exchange Act of 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under
the Act and any other rule or regulation of the SEC that may at any time
permit a Holder to sell securities of the Company to the public without
registration or pursuant to a registration on Form S-3, the Company agrees,
after the earliest of the closing of the sale of securities by the Company
pursuant to a registration statement, the registration by the Company of a
class of securities under Section 12 of the 1934 Act, or the issuance by
the Company of an offering circular pursuant to Regulation A under the Act,
to use commercially reasonable efforts:
(a) to make and keep current public information about the
Company available (as those terms are understood and defined in Rule 144
under the Act), at all times after the date the Company becomes subject to
the reporting requirements of the 1934 Act;
(b) to take such action, including the voluntary registration
of its Common Stock under Section 12 of the 1934 Act, as is necessary to
enable the Holders to utilize Form S-3 for the resale of their Registrable
Securities;
(c) to file with the SEC in a timely manner all reports and
other documents required of the Company under the Act and the 1934 Act; and
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(d) to furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request a copy of the most recent
annual or quarterly report of the Company filed by the Company under the
1934 Act and (iii) such other information as such Holder may reasonably
request in order to avail itself of any similar rule or regulation of the
SEC that permits the selling of any such securities without registration or
pursuant to such form.
No Holder will be entitled to exercise any right provided for in this
Section 1 after the time at which all Registrable Securities held by such
Holder (and any affiliate of the Holder with whom such Holder must aggregate
its sales under Rule 144) can be sold in any ninety (90) day period without
registration in compliance with Rule 144 of the Act.
2. Miscellaneous.
2.1 Successors and Assigns. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of
the parties (including transferees of any shares of Registrable Securities).
Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this Agreement.
2.2 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Delaware as applied to agreements
among Delaware residents entered into and to be performed entirely within
Delaware.
2.3 Submission to Jurisdiction; Waivers. Each of the parties
irrevocably agrees that any legal action or proceeding with respect to this
Agreement or for the recognition and enforcement of any judgment in respect
hereof brought by the other party hereto or its successors or assigns will
be brought and determined in either a state court having jurisdiction in
Dallas County, Texas or the United States District Court for the North
District of Texas, and each of the parties hereby irrevocably submits with
regard to any such action or proceeding for itself and in respect to its
property, generally and unconditionally, to the exclusive jurisdiction of
the aforesaid courts. Each of the parties hereby irrevocably waives, and
agrees not to assert, by way of motion, as a defense, counterclaim or
otherwise, in any action or proceeding with respect to this Agreement, (a)
any claim that it is not personally subject to the jurisdiction of the
above-named courts for any reason other than the failure to lawfully serve
process, (b) that it or its property is exempt or immune from jurisdiction
of any such court or from any legal process commenced in such courts
(whether through service of notice, attachment prior to judgment, attachment
in aid of execution of judgment, execution of judgment or otherwise), (c)
to the fullest extent permitted by applicable law, that (i) the suit,
action or proceeding in any such court is brought in an inconvenient forum,
(ii) the venue of such suit, action, or proceeding is improper and (iii)
this Agreement, or the subject matter hereof, may not be enforced in or by
such courts.
2.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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2.5 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
2.6 Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified, (b) when
sent by confirmed facsimile if sent during normal business hours of the
recipient or, if not sent during normal business hours, then on the next
business day, (c) three days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one day
after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All communications
shall be sent to the address as set forth on the signature page hereof or
at such other address as such party may designate by 10 days advance written
notice to the other parties hereto.
2.7 Expenses. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, costs and necessary disbursements
in addition to any other relief to which such party may be entitled.
2.8 Amendments and Waivers. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders
of a majority of the Registrable Securities then outstanding. Any amendment
or waiver effected in accordance with this paragraph shall be binding upon
each holder of any Registrable Securities then outstanding, each future
holder of all such Registrable Securities, and the Company.
2.9 Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms.
2.10 Aggregation of Stock. All shares of Registrable Securities
held or acquired by affiliated entities or persons shall be aggregated
together for the purpose of determining the availability of any rights
under this Agreement.
2.11 Entire Agreement; Amendment; Waiver. This Agreement (including
Schedule A hereto) constitutes the full and entire understanding and
agreement between the parties with regard to the subjects hereof and thereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CRDENTIA CORP.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Chief Executive Officer
INVESTORS:
PSR INVESTORS, LLC
/s/ Xxxxx X. Xxxxxxxx
By: Xxxxx X. Xxxxxxxx
Its: Member
Address: 0000 Xxx Xxxxxx, Xxxxx 000,
Xxxxxx, XX 00000
VARIETY EXCURSIONS
/s/ Xxxxxxx X. Xxxxxx, Xx.
By: Xxxxxxx X. Xxxxxx, Xx.
Its: Manager
Address: 00000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx
Address: 00000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
/s/ Xxxxx XxXxxx Xxxxxx
By: Xxxxx XxXxxx Xxxxxx
Address: 0000 Xxxxxxx Xxxx,
Xxxxx, Xxxxx 00000
/s/ Xxxxx X. Xxxxxx
By: Xxxxx X. Xxxxxx
Address:
(SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT)
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SCHEDULE A
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SCHEDULE OF INVESTORS
PSR Investors, LLC
Variety Excursions
Xxxxxxx Xxxxxxxxx
Xxxxx XxXxxx Xxxxxx
Xxxxx X. Xxxxxx
A-1
