EXHIBIT 99.3
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of December 30, 1998 (the
"Agreement"), by and between CASTLE DENTAL CENTERS, INC., a Delaware corporation
(the "Company"), and Xxxxx X. Xxxxxxx, D.D.S., an individual living in San
Antonio, Texas, Xxxx X. Xxxxxxx, an individual living in San Antonio, Texas,
Hebron X. Xxxxxx, an individual living in San Antonio, Texas, Xxxx X. Xxxx, an
individual living in San Antonio, Texas, Xxxxxx X. Xxxx, an individual living in
San Antonio, Texas (with such individuals being collectively referred to herein
as the "Holder").
1. INTRODUCTION. Contemporaneously with the execution and delivery of this
Agreement, the Holder acquired an aggregate of 125,000 shares of the Company's
Common Stock $.001 par value per share ("Common Stock"), and will, after the
date hereof, be entitled to receive additional shares of Common Stock pursuant
to that certain Asset Purchase Agreement ("Asset Purchase Agreement") of even
date herewith between the Company, the Holder and the other parties thereto. The
Company has agreed to grant to the Holders certain registration rights with
respect to the shares of Common Stock held by the Holder. Prior to the date
hereof, the Company entered into a Registration Rights Agreement dated as of
December 18, 1995, with purchasers of the Company's Series A Convertible
Preferred Stock (as defined below) and certain other parties, as may be amended
from time to time (the "Original Registration Rights Agreement"), and other
agreements regarding registration of Common Stock with other parties. Certain
terms used herein which are not otherwise defined are defined in the Original
Registration Rights Agreement.
2. REGISTRATION UNDER SECURITIES ACT.
2.1 "PIGGVBACK" REGISTRATIONS.
(a) RIGHT TO INCLUDE HOLDER SECURITIES. If the Company at any
time proposes to register any Common Stock under the Securities Act (other than
by a registration on Form X-0, Xxxx X-0 or any successor or similar form, or in
connection with a tender offer, merger, or other acquisition), for sale for its
own account, and such Common Stock is to be distributed by or through one or
more underwriters on a firm commitment basis, it will at such time give prompt
written notice to all Holders of Holder Securities (as hereinafter defined) of
its intention to do so and of such Holders' rights under this Section 2.1. Upon
the written request of any such Holder made within 20 days after the date of any
such notice given in accordance with Section 7 hereof, the Company will use its
reasonable best efforts to effect the registration under the Securities Act of
all Holder Securities which the Company has been so requested to register by the
Holders thereof, and to arrange for such underwriters to include all the Holder
Securities to be offered and sold by such Holder among the Common Stock to be
distributed by such underwriters, PROVIDED that if, at any time after giving
written notice of its intention to register its Common Stock and prior to the
effective date of the registration statement filed in connection with such
registration, the Company
shall determine for any reason not to register or to delay registration of its
Common Stock, the Company may, at its election, give written notice of such
determination to each Holder of Holder Securities and, thereupon, (i) in the
case of a determination not to register, shall be relieved of its obligation to
register any Holder Securities in connection with such registration (but not
from its obligation to pay the Registration Expenses in connection therewith or
to include any Holder Securities in subsequent registrations), and (ii) in the
case of a determination to delay registering, shall be permitted to delay
registering any Holder Securities for the same period as the delay in
registering its Common Stock. The Holders of Holder Securities to be distributed
by such underwriters shall be parties to the underwriting agreement between the
Company and such underwriters. Any such Holder of Holder Securities shall not be
required to make any representations or warranties to or agreements with the
Company or the underwriters other than representations, warranties, or
agreements typical in an offering of this type, including those regarding such
Holder, such Holder's Holder Securities and such Holder's intended method of
distribution, any other information supplied by such Holder to the Company for
use in the registration statement and any other representation required by law.
The Company will pay all Registration Expenses in connection with each
registration of Holder Securities requested pursuant to this Section 2.1.
(b) APPORTIONMENT IN "PIGGYBACK" REGISTRATIONS. If the
managing underwriter of such underwritten offering shall inform the Company and
the Holders of the Holder Securities requesting such registration in writing of
its belief that the aggregate number of shares of Common Stock requested to be
included in such registration (including any securities of other security
holders of the Company included in such registration pursuant to the terms of
the Original Registration Rights Agreement) exceeds the number which can be sold
in (or during the time of) such offering or that the inclusion would adversely
affect the marketing or the selling price of the Common Stock to be sold by the
Company therein, then the Company may include all securities proposed by the
Company to be sold for its own account and may decrease or eliminate the number
of Holder Securities requested to be included in such registration to the extent
necessary to reduce the number of shares of Common Stock to be included in the
registration to the level recommended by the managing underwriter. In the event
that such a reduction is necessary, the number of Holder Securities to be
included in such registration shall be reduced, on a pro rata basis among
Holders and the other parties requesting registration (other than holders of
Registrable Inside Shareholder Securities and Registrable Securities) (based on
the total number of shares of Common Stock owned by Holders and such other
parties (but excluding for purposes of this calculation Common Stock which
constitutes Registrable Inside Shareholder Securities and Registrable
Securities) and requested to be included in such registration), prior to any
reduction in the number of Registrable Inside Shareholder Securities and
Registrable Securities to be included in such registration.
2.2 REGISTRATION PROCEDURES. If and whenever the Company is required
to use its reasonable best efforts to effect the registration of any Holder
Securities under the Securities Act as provided in Section 2.1, the Company will
as expeditiously as possible:
(i) prepare and file with the Commission the requisite
registration statement to effect such registration and thereafter use its
reasonable best efforts to
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cause such registration statement to become effective, provided that the
Company may discontinue any registration of its securities at any time
prior to the effective date of the registration statement relating
thereto;
(ii) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement until such time as all of such securities have been
disposed of in accordance with the intended methods of disposition by the
seller or sellers thereof set forth in such registration statement or for
six months, whichever period is shorter;
(iii) furnish to each seller of Holder Securities covered by
such registration statement such number of conformed copies of such
registration statement and of each such amendment and supplement thereto,
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 or Rule 430A
under the Securities Act, in conformity with the requirements of the
Securities Act, and such other documents, as such seller may reasonably
request;
(iv) use its best efforts to register or qualify all Holder
Securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as each seller thereof
shall reasonably request, to keep such registration or qualification in
effect for so long as such registration statement remains in effect, and
take any other action which may be reasonably necessary to enable such
seller to consummate the disposition in such jurisdictions of the
securities owned by such seller, except that the Company 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 subdivision (iv) be obligated to be so qualified or
to consent to general service of process in any such jurisdiction or
subject itself to be required to pay any franchise or income taxes in any
such jurisdiction;
(v) use its reasonable best efforts to cause all Holder
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 seller or sellers thereof to consummate the
disposition of such Holder Securities;
(vi) furnish to each seller of Holder Securities a signed
counterpart, addressed to such seller, of:
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(x) an opinion of counsel for the Company, dated the
date of the closing under the underwriting agreement, reasonably
satisfactory in form and substance to such underwriter, and
(y) a "comfort" letter, dated the effective date of such
registration statement and dated the date of the closing under the
underwriting agreement, signed by the independent public accountants
who have certified the Company's financial statements included in
such registration statement, addressed to each seller, to the extent
the same can be reasonably obtained, and addressed to the
underwriters, covering substantially the same matters with respect
to such registration statement (and the prospectus included therein)
and, in the case of the accountants' letter, with respect to events
subsequent to the date of such financial statements, as are
customarily covered in accountants' letters delivered to the
underwriters in underwritten public offerings of securities and such
other financial matters as such seller or the underwriters may
reasonably request;
(vii) notify each seller of Holder 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 or Holder promptly prepare and
furnish to such seller or Holder 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 sellers of such securities, such
prospectus shall not 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 the light of the
circumstances under which they were made;
(viii) otherwise use its reasonable best efforts to comply
with all applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least 12 months, but not more
than 18 months, beginning with the first full calendar month after the
effective date of such registration statement, which earnings statement
shall satisfy the provisions of Section ll(a) of the Securities Act;
(ix) provide and cause to be maintained a transfer agent and
registrar for all Holder Securities covered by such registration statement
from and after a date not later than the effective date of such
registration statement; and
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(x) use its best efforts to list all Holder Securities covered
by such registration statement on any securities exchange on which any of
the Company's Common Stock is then listed.
The Company may require each proposed seller of Holder Securities as
to which any registration is being effected to promptly furnish the Company, as
a condition precedent to including such Holder's Holder Securities in any
registration, such information regarding such seller and the distribution of
such securities as the Company may from time to time reasonably request in
writing
Each Holder of Holder Securities agrees by acquisition of such
Holder Securities that upon receipt of any notice from the Company of the
happening of any event of the kind described in subdivision (vii) of this
Section 2.2, such Holder will forthwith discontinue its disposition of Holder
Securities pursuant to the registration statement relating to such Holder
Securities until such Holder's receipt of the copies of the supplemented or
amended prospectus contemplated by subdivision (vii) of this Section 2.2 and, if
so directed by the 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 Holder Securities at the time of
receipt of such notice.
2.3 PREPARATION: REASONABLE INVESTIGATION. In connection with the
preparation and filing of each registration statement under the Securities Act
pursuant to this Agreement, the Company will give the Holders of Holder
Securities registered under such registration statement, their underwriters, if
any, and their respective counsel (such counsel representing Holders to be
appointed by the holders of more than 50% by number of shares of Common Stock
being registered other than shares being registered by the Company) the
opportunity to participate in the preparation of such registration statement,
each prospectus included therein or filed with the Commission, and each
amendment thereof or supplement thereto, and will give each of them such access
to its books and records and such opportunities to discuss the business of the
Company with its officers and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of such
Holders' and such underwriters' respective counsel, to conduct a reasonable
investigation within the meaning of the Securities Act.
2.4 INDEMNIFICATION.
(a) INDEMNIFICATION BY COMPANY. In the event of any
registration of any securities of the Company under the Securities Act, the
Company will indemnify and hold harmless the seller of any Holder Securities
covered by such registration statement, its directors and officers, and each
other Person, if any, who controls such seller within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which such seller or any such director or officer or controlling
Person may become subject under the Securities Act 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 in
any registration statement under which such securities were registered under the
Securities Act, any preliminary prospectus, final prospectus or
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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
the Company will reimburse such seller and each such director, officer and
controlling Person 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, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon (a) an untrue statement or alleged
untrue statement or omission or alleged omission made in such registration
statement, said preliminary or final prospectus or said amendment or supplement
in reliance upon and in conformity with written information furnished to the
Company by an instrument duly executed by such seller, specifically for use in
the preparation thereof or (b) an untrue statement or alleged untrue statement,
omission or alleged omission in a prospectus if such untrue statement or alleged
untrue statement, omission or alleged omission is corrected in an amendment or
supplement to the prospectus or in the final prospectus, which amendment,
supplement or final prospectus is delivered to such seller and such seller
thereafter fails to deliver such prospectus as so amended or supplemented prior
to or concurrently with the sale of registered Holder Securities to the Person
asserting such loss, claim, damage, liability or expense. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of such seller or any such director. officer or controlling Person and
shall survive the transfer of such securities by such seller.
(b) INDEMNIFICATION BY THE HOLDERS. The Holders will, and
hereby do, indemnify and hold harmless (in the same manner and to the same
extent as set forth in subdivision (a) of this Section 2.4) the Company, each
director of the Company, each officer of the Company and each other Person, if
any, who controls the Company within the meaning of the Securities Act with
respect to any untrue statement or alleged untrue statement of any material fact
in such registration statement, 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, if
such statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company by such Holder for use in the preparation of such registration
statement, preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement. Such indemnity shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Company or any such
director, officer or controlling Person and shall survive the transfer of such
securities by such Holder.
(c) NOTICE. 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 2.4, 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 to give notice as provided
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herein shall not relieve the indemnifying party of its obligations under the
preceding subdivisions of this Section 2.4, except to the extent that the
indemnifying party is prejudiced by such failure to give notice. In case any
such action is brought against an indemnified party, unless in such indemnified
party's reasonable judgment a conflict of interest between such 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. 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) INDEMNIFICATION PAYMENTS. The indemnification required by
this Section 2.4 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.
2.5 ADJUSTMENTS AFFECTING HOLDER SECURITIES. The Company will not effect
or permit to occur any combination or subdivision of shares which would
adversely affect the ability of the holders of Holder Securities to include such
Holder Securities in any registration of its securities contemplated by this
Section 2 or the marketability of such Holder Securities under any such
registration.
3. DEFINITIONS. As used herein, unless the context otherwise requires, the
following terms have the following respective meanings:
COMMISSION: The Securities and Exchange Commission or any other federal agency
at the time administering the Securities Act.
COMMON STOCK: Common Stock of the Company, $.001 par value per share, and stock
of any other class with which such shares may hereafter have been exchanged or
reclassified.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
GULFSTAR WARRANT: The warrant to purchase 113,158 shares of the Company's Common
Stock issued to GulfStar Investments, Ltd.
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HOLDER SECURITIES: The Common Stock (a) issued to the Holders on the date of
this Agreement or hereafter issued to the Holders pursuant to the terms of the
Asset Purchase Agreement and (b) issued to the Holders with respect to such
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 upon any required adjustments.
As to any particular Holder Securities, such securities shall cease to be Holder
Securities when (a) a registration statement with respect to the sale of such
securities shall have become effective under the Securities Act and such
securities shall have been disposed of in accordance with such registration
statement, (b) they shall have been distributed to the public pursuant to Rule
144 (or any successor provision) under the Securities Act, (c) they are eligible
for distribution to the public under Rule 144(k), or (d) they shall have ceased
to be outstanding.
HOLDERS: The Holder and any permitted successors or assigns.
INSIDE SHAREHOLDERS: Xxxx X. Xxxxxx, Xx., as Trustee of the Castle 1995 Gift
Trust f/b/o Xxxx X. Xxxxxx, Xx., Castle Interests, Ltd., Xxxx X. Xxxxxx Donnell,
as Trustee of the Castle 1995 Gift Trust f/b/o Xxxx X. Xxxxxx Donnell, Xxxx X.
Xxxxxx, D.D.S., Xxxxxxx X. Xxxxxx and GulfStar Investments, Ltd.
PERSON: A corporation, an association, a partnership, a business or other
business entity, an individual, a governmental or political sub-division thereof
or a governmental agency.
REGISTRABLE INSIDE SHAREHOLDER SECURITIES: All shares of Common Stock held by
the Inside Shareholders on the date hereof and any shares of Common Stock
issuable upon exercise of the GulfStar Warrant or (b) securities issued or
issuable with respect to such GulfStar Warrant or 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
upon any required adjustments.
REGISTRABLE SECURITIES: The Common Stock issuable upon the conversion of the
Company's Series A Convertible Preferred Stock, par value $.001 per share (the
"Convertible Preferred Stock") and any (a) Convertible Preferred Stock or (b)
securities issued or issuable with respect to such Convertible Preferred Stock
or 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 upon any required adjustments.
REGISTRATION EXPENSES: All expenses incident to the Company's performance of or
compliance with Section 2, including, without limitation, all registration,
filing and National Association of Securities Dealers, Inc. fees, all fees and
expenses of complying with securities or blue sky laws, all word processing,
duplicating and printing expenses, messenger and delivery expenses, the
reasonable fees and disbursements of counsel for the Company and of its
independent public
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accountants, including the expenses of any special audits or "comfort" letters
required by or incident to such performance and compliance, the reasonable fees
and disbursements of one counsel (except in the event of a conflict of interest,
then such number of counsel as is appropriate to resolve such conflict) retained
by the holder or holders of more than 50% by number of shares of Common Stock
being registered other than shares registered by the Company, premiums and other
costs of policies of insurance obtained by the Company against liabilities
arising out of the public offering of the Registrable Securities and the Holder
Securities being registered and any fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, including reasonable fees
of underwriters counsel including qualification of securities under blue sky
laws, but excluding all agency fees and commissions, underwriting discounts and
commissions and transfer taxes, if any.
SECURITIES ACT: The Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.
4. RULE 144. The Company will file the reports required to be filed by it,
and in the manner required to be filed by it, under the Securities Act and the
Exchange Act (or, if the Company is not required to file such reports, will,
upon the request of any Holder of Holder Securities, make publicly available
other information) and will take such further action as any Holder of Holder
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Holder Securities without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule 144
under the Securities Act, as such rule may be amended from time to time or (b)
any similar rule or regulation hereafter adopted by the Commission ("Rule 144").
Upon the request of any Holder of Holder Securities, the Company will deliver to
such Holder a written statement certifying whether it has complied with such
requirements.
5. AMENDMENTS AND WAIVERS. This Agreement may be amended and the Company
may take any action herein prohibited or omit to perform any act herein required
to be performed by it, only if the Company shall have obtained the written
consent to such amendment, action or omission to act, of the holder or holders
of 66-2/3% or more (by number of shares) of Holder Securities. Each holder of
any Holder Securities at the time or thereafter outstanding shall be bound by
any consent authorized by this Section 5, whether or not such Holder Securities
shall have been marked to indicate such consent.
6. NOMINEES FOR BENEFICIAL OWNERS. In the event that any Holder Securities
are held by a nominee for the beneficial owner thereof, the beneficial owner
thereof may upon the giving of written notice to the Company, at its election,
be treated as the Holder of such Holder Securities for purposes of any request
or other action by any Holder or Holders of Holder Securities pursuant to this
Agreement or any determination of any number or percentage of shares of Holder
Securities held by any Holder or Holders of Holder Securities contemplated by
this Agreement. The Company may require assurances reasonably satisfactory to it
of such owner's beneficial ownership of such Holder
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Securities.
7. NOTICES. All communications provided for hereunder shall be sent by
first-class mail or overnight courier and (a) if addressed to a party other than
the Company, addressed to such party at the address set forth on the signature
page hereof, or at such other address as such party shall have furnished to the
Company in writing, or (b) if addressed to any other Holder of Holder
Securities, at the address that such Holder shall have furnished to the Company
in writing, or, until any such other holder so furnishes to the Company an
address, then to and at the address of the last holder of such Holder Securities
who has furnished an address to the Company, or (c) if addressed to the Company,
at 0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, to the attention
of its President, or to the attention of such other officer, as the Company
shall have furnished to each Holder of Securities at the time outstanding. :
8. ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and assigns. In addition, and whether or not any express assignment
shall have been made, the provisions of this Agreement which are for the benefit
of the parties hereto other than the Company shall also be for the benefit of
and enforceable by any subsequent Holder of any Holder Securities.
9. DESCRIPTIVE HEADINGS. The descriptive headings of the several sections
and paragraphs of this Agreement are inserted for reference only and shall not
limit or otherwise affect the meaning hereof.
10. GOVERNING LAW. This agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the state of Delaware.
11. COUNTERPARTS. This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.
12. EXTENSION OF ADDITIONAL REGISTRATION RIGHTS. The Holders acknowledge
that the Company retains the right to extend the same or similar registration
rights to other holders of its securities, and that such action by the Company
shall not constitute a breach of or a default under this Agreement. It is the
intent of the parties hereto that this Agreement be read consistently with the
Original Registration Rights Agreement, but in the event of a conflict
therewith, the provisions of the Original Registration Rights Agreement shall
control.
13. LOCK-UP AGREEMENT. If requested in writing by the underwriters for any
underwritten public offering of securities of the Company, the Holders shall
agree not to sell publicly any shares of Common Stock (other than Common Stock
being registered in such offering), without the consent of such underwriters,
for a period of not more than 270 days following the effective date of the
registration statement relating to such offering.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered by their respective officers "hereunto duly authorized as of the date
first above written.
CASTLE DENTAL CENTERS, INC.
By:________________________
Xxxx X. Xxxxx, Vice President
ADDRESS: HOLDER:
00000 Xxxxxx Xxxxx
Xxx Xxxxxxx, Xxxxx 00000
___________________________________
Xxxxx X. Xxxxxxx, D.D.S.
00000 Xxxxxxxxx Xxx
Xxx Xxxxxxx, Xxxxx 00000
___________________________________
Xxxx X. Xxxxxxx,
000 Xxxxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxx 00000
___________________________________
Hebron X. Xxxxxx
0000 Xxx Xxx
Xxx Xxxxxxx, Xxxxx 00000
___________________________________
Xxxx X. Xxxx
0000 Xx Xxxxxx
Xxx Xxxxxxx, Xxxxx 00000
___________________________________
Xxxxxx X. Xxxx
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