EXHIBIT 10.3
FORM OF
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and
entered into as of ____________ ___, 1999 by and among Big City Bagels, Inc., a
corporation organized under the laws of the State of New York (the "Company"),
and the holders of the Company's (i) Common Stock, par value $.001 per share
("Common Stock") and (ii) Class B Preferred Stock, par value $ $.001 per share
(the "Class B Preferred") which are initially convertible into _____ shares of
Common Stock, listed on Exhibit A hereto, (individually, a "Holder," and
collectively, the "Holders").
WITNESSETH:
WHEREAS, the Company will acquire Intelligent Computer Solutions, Inc.,
a New York corporation ("ICS") and VillageNet, Inc., a New York corporation
("VillageNet") pursuant to an Agreement and Plan of Merger dated as of May 21,
1999, (the "Merger Agreement");
WHEREAS, pursuant to the Merger Agreement, the Holders will receive (i)
shares of Common Stock (the "Merger Common Stock") and (ii) shares of Class B
Preferred (the "Merger Preferred Stock"), in exchange for their stock in ICS and
VillageNet;
WHEREAS, as an inducement to enter into the Merger Agreement, the
Company has agreed to enter into this Agreement with the Holders; and
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth below, the parties hereto agree as follows:
AGREEMENT
Section 1. Definitions.
1.1. As used in this Agreement, the following terms shall have the
following meanings:
"Affiliate" means any entity controlling, controlled by or under common
control with a designated Person. For the purposes of this definition, "control"
shall have the meaning specified as of the date of this Agreement for that word
in Rule 405 promulgated by the Commission under the Securities Act.
"Board" means the Board of Directors of the Company.
"Commission" means the Securities and Exchange Commission, any and
successor thereto.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Person" means an individual, partnership, corporation, business trust,
limited liability company, joint stock company, trust, unincorporated
association, joint venture, or other entity of whatever nature.
"Registrable Stock" means (i) any shares of Common Stock then
outstanding and held by the Holder and (ii) any shares of Common Stock then
issuable upon conversion of the Class B Preferred held by the Holder; provided,
however, that Registrable Stock shall not include any shares the sale of which
has been (x) effectively registered under the Securities Act and sellable by the
Holder thereof in accordance with such registration, or (y) sellable to the
public pursuant to Rule 144 of the Commission, or any successor rule.
"Rule 144" means Rule 144 promulgated by the Commission under the
Exchange Act, as such rule may be amended from time to time, or any successor
Rule thereto.
"Securities" means any debt or equity securities of the Company,
whether now or hereafter authorized, and any instrument convertible into, or
exercisable or exchangeable for, Securities or a Security.
"Securities Act" means the Securities Act of 1933, as amended prior to
or after the date of this Agreement, or any federal statute or statutes which
shall be enacted to take the place of such Act, together with all rules and
regulations promulgated thereunder.
Section 2. Demand Registrations.
2.1. The Holders of no less than 51% of the Registrable Stock shall be
entitled to four demand registrations commencing immediately upon the
effectiveness of this Agreement, by providing a written notice to the Company
requesting that the Company register the amount of Registrable Stock specified
in the notice, under the Securities Act and under other relevant securities
laws, for disposition in accordance with methods stated in the notice.
2.2. When it receives a registration notice under Section 2.1 above,
the Company shall use commercially reasonable efforts to effect the registration
under the Securities Act of Registrable Stock specified in the registration
notice under Section 2.1 to the extent requisite to permit disposition by the
Holders in accordance with the intended methods of disposition described in the
registration notice.
Section 3. Incidental Registration. Each time the Company proposes to
register any of its Securities under the Securities Act (other than pursuant to
Section 2 of this Agreement), it will give at least 30 days advance written
notice of its intention to do so to the Holders. Each Holder may then specify,
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by prompt notice to the Company, a number of shares of Registrable Stock held by
it which it wishes to include in the Company's proposed registration. Subject to
the market cutback limitations of Section 8 of this Agreement, the Company will
use commercially reasonable efforts to effect the registration under the
Securities Act of Registrable Stock specified by the Holders under this Section
3.
Section 4. Limitations on Registration Rights. Notwithstanding any
contrary provision of thisAgreement:
(a) the Company shall not be required to effect more than four
registrations pursuant to Section 2 of this Agreement; provided,
however, that a demand for registration shall not count as a
registration required pursuant to Section 2 of this Agreement under
this clause 4(a) if the registration statement filed with respect to
such registration is not declared effective by the Commission; and
(b) Section 3 of this Agreement shall not apply to a
registration effected solely to offer securities for sale pursuant to,
or in connection with, (i) an employee benefit plan or (ii) a
transaction subject to Rule 145 under the Securities Act or in an
exchange offer registered on Form S-4 or any successor form to Form
S-4, or to any registration on a form which does not permit inclusion
of Registrable Stock pursuant to Commission rule or practice.
Section 5. Registration Procedures.
5.1. Whenever the Company is required by the provisions of this
Agreement to use commercially reasonable efforts to effect the registration of
any Registrable Stock under the Securities Act, the Company will, as
expeditiously as possible:
(a) in the case of a registration required under Section 2 of
this Agreement, engage the underwriters as provided in Section 12;
(b) before filing each registration statement or prospectus or
amendment or supplement thereto with the Commission, furnish counsel
for the sellers with copies of all such documents proposed to be filed
which shall be subject to the reasonable approval of such counsel;
(c) prepare and file with the Commission a registration
statement with respect to such Registrable Stock and use commercially
reasonable efforts to cause such registration statement to become and
remain effective for the period provided in Section 5.2 below;
(d) 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 for a period of 180 days and to comply with the
provisions of the Securities Act with respect to the sale or other
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disposition of all Registrable Stock covered by such registration
statement in accordance with the intended methods of disposition set
forth in such registration statement;
(e) prepare and promptly file with the Commission, and notify
each seller of such Registrable Stock immediately after the filing of,
such amendment or supplement to such registration statement or
prospectus as may be necessary to correct any statements or omissions
if, during such periods as a prospectus relating to such Securities is
required to be delivered under the Securities Act, any event shall have
occurred as the result of which any such prospectus or any other
prospectus as then in effect would include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances in which they
were made, not misleading, and notify each seller immediately after its
discovery of such event;
(f) furnish to the underwriters and each seller of such
Registrable Stock such numbers of copies of such registration
statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary
prospectus) and such other documents as such underwriters or the seller
may reasonably request in order to facilitate the disposition of the
Registrable Stock subject to such registration statement in accordance
with such registration statement;
(g) use commercially reasonable efforts to register or qualify
any Registrable Stock covered by such registration statement under the
securities or blue sky laws of such jurisdictions within the United
States of America as the seller or the underwriters reasonably request,
and to take any other acts which a seller or the underwriters may
reasonably request under such securities or blue sky laws to enable the
consummation of the disposition in such jurisdictions of such
Registrable Stock (provided, however, that the Company may not be
required under this Agreement (i) to qualify generally to do business
as a foreign corporation in any jurisdiction in which it would not
otherwise be required to qualify, or (ii) to subject itself to taxation
in any such jurisdiction, or (iii) to consent to general service of
process in any such jurisdiction);
(h) use commercially reasonable efforts to cause all
Registrable Stock sold under the registration to be listed on each
securities exchange or to be qualified and eligible for trading in any
automated quotation system, if any, on which similar Securities issued
by the Company are then listed or traded or, if no such listing or
qualification has then occurred, to use commercially reasonable efforts
to cause such Securities to be so listed or qualified on an exchange or
in a trading system that is reasonably acceptable to the Company and
the Holders of Registrable Stock;
(i) enter into such customary agreements (including
underwriting agreements in customary form) and take all such other
actions as the underwriters, if any, or the Holders of more than 50% of
the Registrable Stock being sold reasonably request in order to
expedite or facilitate the disposition of such Registrable Stock
(including, without limitation, effecting a stock split or a
combination of shares of the Common Stock, subject to the limitation
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not to effect a reverse stock split pursuant to Section 8.5 of the
Merger Agreement);
(j) advise each seller of Registrable Stock immediately after
it shall receive notice or obtain knowledge thereof, of the issuance of
any stop order by the Commission suspending the effectiveness of such
registration statement or the initiation or threatening of any
proceeding for such purpose and promptly use reasonable efforts to
prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued; and
(k) make available for inspection by the sellers of
Registrable Stock, any underwriter participating in any disposition
pursuant to such registration statement, and any attorney, accountant
or other agent retained by any seller or such 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 or such underwriter in
connection with such registration statement, all subject to such
limitations as the Company reasonably deems appropriate in order to
protect the Company's confidential or proprietary information.
5.2. Notwithstanding any contrary provision of this Section 5, the
Company shall not be required to use commercially reasonable efforts to maintain
the effectiveness of any registration statement for a period in excess of 180
days or for a period extending beyond the date the sellers have sold or
otherwise disposed of their Registrable Stock registered under such registration
statement, whichever is earlier.
5.3. It shall be a condition precedent to the inclusion of the
Registrable Stock of any sellers in a registration effected pursuant to this
Agreement that the sellers shall (a) furnish to the Company such information
regarding the sellers, the Registrable Stock of the sellers and the intended
method of disposition of such Registrable Stock, and (b) execute such
indemnities, underwriting agreements and other documents, as the Company or the
managing underwriter shall reasonably request in order to satisfy the
requirements applicable to such registration.
Section 6. Expenses. The Company will pay all Registration Expenses (as
defined below) in connection with each registration of Registrable Stock
requested pursuant to Sections 2 and 3 of this Agreement; provided, however,
that if the Company does not include any shares for its own account in a
registration statement requested pursuant to Section 2, the Company shall not be
required to pay any Registration Expenses. For purposes of this Section 6,
"Registration Expenses" means all expenses incident to the Company's performance
of or compliance with Sections 2 and 3 of this Agreement, 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 accountants, including the expenses of any
special audits or "cold comfort" letters required by or incident to such
performance and compliance, the reasonable fees and disbursements of one law
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firm retained by the Holders of more than 50% of the Registrable Stock being
registered, premiums and other costs of policies of insurance obtained by the
Company against liabilities arising out of the public offering of the
Registrable Stock being registered but excluding all agency fees and
commissions, underwriting discounts and commissions and transfer taxes, if any.
Section 7. Indemnification.
7.1. In the event of any registration of any of its Registrable Stock
under the Securities Act pursuant to this Agreement, the Company agrees to
indemnify and hold harmless each seller of Registrable Stock, and each Affiliate
of such seller, against any losses, claims, damages or liabilities, joint or
several, under the Securities Act, the Securities Exchange Act, other federal or
state statutory law or regulation, at common law or otherwise, arising out of or
based upon:
(a) any untrue statement or alleged untrue statement of any
material fact contained, on the effective date thereof, in any
registration statement under which such Securities were registered
under the Securities Act, or contained in any preliminary prospectus or
final prospectus contained therein, or any summary prospectus contained
therein, or any amendment or supplement thereto, or
(b) any omission or alleged omission to state in any such
document (on the effective date thereof in the case of a Registration
Statement) a material fact required to be stated therein or necessary
to make the statements therein not misleading,
except insofar as any such loss, claim, damage or liability is:
(x) caused by, or contained in, any information concerning a
seller furnished in writing to the Company by such seller expressly for
use in connection with such registration, or
(y) caused by such seller's failure to deliver a copy of the
registration statement or prospectus or any amendment or supplement
thereto as required by the Securities Act or the rules or regulations
thereunder, or
(z) caused by the use of a prospectus or preliminary
prospectus or any amendment or supplement thereto after receipt of
notice from the Company that it should no longer be used.
In connection with an underwritten offering, the Company will indemnify such
underwriters, their officers and directors and each Person who controls (within
the meaning of the Securities Act) such underwriters to the same extent as
provided above with respect to the sellers of the Registrable Stock. The Company
shall reimburse each Person indemnified pursuant to this Section 7.1 in
connection with investigating or defending any loss, claim, damage, liability or
action indemnified against. The reimbursements required by this Section 7.1
shall be made by periodic payments during the course of the investigation or
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defense, as and when bills are received or expenses incurred. The indemnities
provided pursuant to this Section 7.1 shall remain in force and effect
regardless of any investigation made by or on behalf of the indemnified party
and shall survive transfer of Registrable Stock by the Holders.
7.2. In the event of any registration of any Registrable Stock under
the Securities Act pursuant to this Agreement, each Holder agrees to furnish to
the Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any registration statement or prospectus in
connection with the registration or any amendment or supplement thereto.
7.3. Subject to the limitation set forth in the last sentence of this
Section 7.3, each Holder which is a seller of Registrable Stock in a
registration pursuant to this Agreement, agrees severally and not jointly to
indemnify and hold harmless the Company, its directors and officers, and each
Affiliate of the Company, against:
(a) any losses, claims, damages or liabilities, joint or
several, arising out of or based upon:
(i) any untrue statement or alleged untrue statement of
any material fact contained, on the effective date
thereof, in any registration statement under which
such Securities were registered under the Securities
Act, or contained in any preliminary prospectus or
final prospectus contained therein, or any summary
prospectus contained therein, or any amendment or
supplement thereto, or
(ii) any omission or alleged omission to state in any such
document (on the effective date thereof in the case
of a Registration Statement) a material fact required
to be stated therein or necessary to make the
statements therein not misleading,
but only insofar as any such loss, claim, damage or liability is caused by, or
contained in, any information furnished in writing to the Company by the
indemnifying seller expressly for use in connection with such registration; and
(b) any losses, claims, damages or liabilities, joint or
several, arising out of or based upon the improper delivery by such
seller of, or any failure by such seller to deliver, a copy of the
registration statement or prospectus or any amendment or supplement
thereto as required by the Securities Act or the rules or regulations
thereunder. In connection with an underwritten offering, each seller
will indemnify such underwriters, their officers and directors and each
Person who controls (within the meaning of the Securities Act) such
underwriters to the same extent as provided above with respect to the
Company. Each seller shall reimburse each Person indemnified pursuant
to this Section 7.3 in connection with investigating or defending any
loss, claim, damage, liability or action indemnified against. The
reimbursements required by this Section 7.3 shall be made by periodic
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payments during the course of the investigation or defense, as and when
bills are received or expenses incurred. Notwithstanding any contrary
provision of this Agreement, the liability under this Section 7 of each
Holder which is a seller of Registrable Stock shall be limited to the
amount of proceeds received by the indemnifying seller from the sale of
the Registrable Stock sold by the indemnifying seller.
7.4. Indemnification similar to that specified in Sections 7.1 and 7.3
above (with such modifications as shall be appropriate) shall be given by the
Company and the indemnifying seller covering any registration or other
qualification of Securities under any federal or state securities law or
regulation other than the Securities Act with respect to any such registration
or other qualification effected pursuant to this Agreement.
7.5. Each party entitled to indemnification under this Section 7 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably by withheld) and the Indemnified Party may participate in such
defense at such party's expense (unless the Indemnified Party shall have
reasonably concluded that there may be a conflict of interest between the
Indemnifying Party and the Indemnified Party in such action, in which case the
fees and expenses of one firm of counsel for all Indemnified Parties shall be at
the expense of the Indemnifying Party), and provided further that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 7 unless the
Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in
the defense of any such claim or litigation, shall, except with the consent of
each 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. Each Indemnified Party shall
furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with the defense of such claim and litigation resulting
therefrom.
7.6. If the indemnification provided for in this Section 7 is held by a
court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage or expense 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, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other in connection
with the statements or omissions which resulted in such loss, liability, claim,
damage or expense, as well as any other relevant equitable considerations. 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
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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.
7.7. Notwithstanding the foregoing, to the extent that the provisions
on indemnification and contribution contained in the underwriting agreement
entered into in connection with any underwritten public offering contemplated by
this Agreement are in conflict with the foregoing provisions, the provisions in
such underwriting agreement shall be controlling.
Section 8. Priority on Registrations.
8.1. If in connection with any offering involving an underwriting of
Registrable Stock pursuant to Section 3 of this Agreement, the managing
underwriters advise the Company in writing that in their opinion the number of
Securities proposed to be included in the offering (including Registrable
Securities requested to be included therein) exceeds the number which can be
sold in such offering, the Company will include in such registration (i) first,
the securities the Company proposes to sell and (ii) second, the Registrable
Securities requested to be included in such registration by the Holders together
with any securities held by all holders of other securities having the right to
include such securities in such registration; provided, however, that such
participation be pro rata in accordance with the number of shares held by each
person requesting such registration.
8.2. In connection with any offering involving an underwriting of
Registrable Stock pursuant to Section 3 of this Agreement, the Company shall not
be required to include any of the Registrable Stock of a Holder in such offering
unless such Holder agrees to the terms of the underwriting agreed to between the
Company and the underwriter or underwriters selected by the Company.
Section 9. Lockup Agreement. In connection with any registration of any
of the Company's Securities, each Holder agrees that, upon the request of the
Company or the underwriters managing any underwritten offering of the Company's
Securities, it will not sell, make any short sale of, loan, grant any option for
the purchase of, or otherwise dispose of any Securities of the Company (other
than the securities included in the registration) without the prior written
consent of the Company or such underwriters, as the case may be, for such period
of time (not to exceed 90 days) from the effective date of such registration as
the Company or the underwriters may specify.
Section 10. Compliance with Rule 144. With a view to making available
the benefits of certain rules and regulations of the Commission which may permit
the sale of restricted securities to the public without registration, the
Company agrees to:
(a) make and keep public information available as those terms
are understood and defined in Rule 144 at all times and for so long as
the Company is subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act;
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(b) use commercially reasonable efforts to file with the
Commission in a timely manner all reports and other documents required
of the Company under the Securities Act and the Exchange Act; and
(c) so long as any Holder owns any Securities, and is not
eligible to sell such Securities under paragraph (k) of Rule 144,
furnish to a Holder upon request, a written statement by the Company as
to its compliance with the reporting requirements of Rule 144 and of
the Securities Act and the Exchange Act, a copy of the most recent
annual or quarterly report of the Company, and such other reports and
documents so filed as the Holder may reasonably request in availing
itself of any rule or regulation of the Commission allowing the Holder
to sell any such securities without registration.
Section 11. Assignability of Registration Rights. The rights set forth
in this Agreement shall accrue to each subsequent holder of Registrable Stock
who shall have executed a written consent agreeing to be bound by the terms and
conditions of this Agreement as a party to this Agreement.
Section 12. Designation of Underwriter. In the case of any registration
effected pursuant to Section 2 of this Agreement, the managing underwriter(s)
and any other investment banking advisers to the Company shall be selected by
the Holders of not less than 50% of the Registrable Stock to be registered and
shall be reasonably acceptable to the Company. The Company shall select the
managing underwriter(s) and all other investment banking advisers to the Company
for all other registrations that may be effected from time to time by the
Company.
Section 13. Miscellaneous.
13.1. Amendment. This Agreement may be amended by a written agreement
signed by the Company and the Holders of not less than 70% of the Registrable
Stock.
13.2. Severability. In the event that any court or any governmental
authority or agency declares all or any part of any Section of this Agreement to
be unlawful or invalid, such unlawfulness or invalidity shall not serve to
invalidate any other Section of this Agreement, and in the event that only a
portion of any Section is so declared to be unlawful or invalid, such
unlawfulness or invalidity shall not serve to invalidate the balance of such
Section.
13.3. Successors and Assigns. This Agreement is binding upon and inures
to the benefit of the Company, its successors and assigns, and the Holders,
their successors and assigns, heirs and legal representatives.
13.4. Notices. All communications in connection with this Agreement
shall be in writing and shall be deemed properly given if hand delivered or sent
by telecopier or overnight courier with adequate evidence of delivery or sent by
registered or certified mail, return receipt requested, and if to a Holder,
addressed to the Persons and at such addresses as are set forth below such
Holder's name on Exhibit A hereto, or, if no such Person or address appears, at
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such Holder's address as shown on the books of the Company or its transfer
agent, and if to the Company, at its offices at
Big City Bagels, Inc.
00 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Chief Financial Officer
Facsimile: 000-000-0000
or such other addresses or Persons as the recipient shall have designated to the
sender by a written notice given in accordance with this Section. Any notice
called for hereunder shall be deemed given when received.
13.5. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements
between New York residents entered into and to be performed entirely within New
York.
13.6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
together constitute one and the same instrument.
13.7. Headings. The headings used herein are solely for the convenience
of the parties and shall not serve to modify or interpret the text of the
Sections at the beginning of which they appear.
13.8. Entire Agreement. This Agreement embodies the entire agreement
and understanding among the Company and the Holders and supersedes all prior
oral and written agreements and understandings relating to the subject matter
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be executed on the day first above written.
The Company:
Big City Bagels, Inc.
By:
Name:
Title:
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The Holders:
By:___________________________
Xxxxx Xxxxxx
By:___________________________
Xxxxxx Xxxx
By:___________________________
Xxxxx Xxxx
By:___________________________
Xxxxx Xxxx
Xxx Xxxx Living Trust
By:___________________________
Xxx Xxxx, Trustee
Xxxxxxx Xxxx Living Trust
By:___________________________
Xxxxxxx Xxxx, Trustee
By:___________________________
Xxxxxxx Xxxx, Custodian for
Xxxxx Xxxx
By:___________________________
Xxxxxx X. Xxxxxxx
By:___________________________
Xxxxxx X. Xxxxxxx
By:___________________________
Xxxxxxx Xxxxxxx, Xx.
By:___________________________
Xxxxxxx X. Xxxxxxx
By:___________________________
Xxxxxxx X. Xxxxxxx,
Custodian for Xxxxxx X. Xxxxxxx
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By:___________________________
Xxxx X. Xxxxxxx
By:___________________________
Xxxx X. Xxxxxxx,
Custodian for Xxxxxx X. Xxxxxxx
By:___________________________
Xxxxxxxx X. Xxxxxxx
By:___________________________
Xxxxxx X. Xxxxxxx, Custodian for
Xxxxxxxxx X. Xxxxxxx
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EXHIBIT A
Xxxxx Xxxxxx
Xxxxxx Xxxx
Xxxxx Xxxx
Xxxxx Xxxx
Xxx Xxxx Living Trust (Xxx Xxxx, Trustee)
Xxxxxxx Xxxx Living Trust (Xxxxxxx Xxxx, Trustee)
Xxxxxxx Xxxx, Custodian for Xxxxx Xxxx
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxxx Xxxxxxx, Xx.
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, Custodian for Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, Custodian for Xxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, Custodian for Xxxxxxxxx X. Xxxxxxx
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