HORIZON PCS, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made effective as
of June 27, 2000, by and among Horizon PCS, Inc., a Delaware corporation (the
"Company"), and those persons listed on Attachment A hereto (individually, a
"Bright Holder" and collectively, the "Bright Holders").
RECITALS
The Company, Horizon Personal Communications, Inc., Horizon Telcom, Inc.,
the Bright Holders and Xxxxxx Xxxxxxxx (the "Bright Holders Representative")
have entered into a Contribution and Exchange Agreement (the "Contribution
Agreement") dated as of May 4, 2000 pursuant to which the Bright Holders shall
be issued certain shares of the Company's Common Stock. Under the Contribution
Agreement, the Company and the Bright Holders have agreed to enter into this
Agreement in order to provide the Bright Holders with certain rights to register
shares of the Company's Common Stock. The Company desires to induce the Bright
Holders to acquire shares of Common Stock pursuant to the Contribution Agreement
by agreeing to the terms and conditions set forth herein. Capitalized terms used
but not otherwise defined herein shall have the meaning as set forth in the
Contribution Agreement.
AGREEMENT
The parties hereby agree as follows:
1. Definitions. For purposes of this Agreement:
(a) The terms "register," "registered," and "registration" shall refer
to a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933, as amended (the
"Act"), and the declaration or ordering of effectiveness of such registration
statement or document;
(b) The term "Registrable Securities" means (i) the shares of Common
Stock issued to the Bright Holders pursuant to the Contribution Agreement, and
(ii) any other shares of 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 Registrable Securities; provided, however, that the
foregoing definition shall exclude in all cases any Registrable Securities sold
by a person in a transaction in which his, her, or its rights under this
Agreement are not assigned. Notwithstanding the foregoing, Common Stock or other
securities shall only be treated as Registrable Securities if and so long as
they have not been (A) sold to or through a broker or dealer or underwriter in a
public distribution or a public securities transaction, or (B) sold in a
transaction exempt from the registration and prospectus delivery requirements of
the Act under Section 4(1) thereof so that all transfer restrictions, and
restrictive legends with respect thereto, if any, are removed upon the
consummation of such sale;
(c) The term "Holder" means each Bright Holder or any assignee thereof
in accordance with Section 11 hereof;
(d) The term "SEC" means the Securities and Exchange Commission;
2. Company Registration. If (but without any obligation to do so) the
Company proposes at any time after the initial public offering of Company common
stock but prior to the termination of this Agreement, to register any of its
stock under the Act in connection with the public offering of such securities
solely for cash (other than a registration relating solely to the sale of
securities to participants in a Company stock plan, a transaction covered by
Rule 145 under the Act, a registration in which the only stock being registered
is Common Stock issuable upon conversion of debt securities which are also being
registered, or any registration on any form which does not 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,
no later than 30 days prior to the filing of such registration statement, give
each Bright Holder written notice of such registration. Upon the written request
of each Bright Holder given within ten (10) days after mailing of such notice by
the Company in accordance with Section 14, the Company shall, subject to the
provisions of Section 7, cause to be registered under the Act all of the
Registrable Securities that each such Bright Holder has requested to be
registered.
3. Obligations of the Company. Whenever required under this Agreement 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, and, upon the request of
the holders of a majority of the Registrable Securities registered thereunder,
keep such registration statement effective for up to one hundred eighty (180)
days, provided that if an event occurs which causes such registration statement
to include an untrue statement of material fact, or which causes such
registration statement to fail to state a material fact required to be stated
therein or necessary to make the statements contained thereon not misleading,
the Bright Holders will not effect sales of Registrable Securities pursuant
thereto after written notice of such event from the Company, and the Company
shall use its reasonable efforts to update such registration statement to
address such matters as promptly as practicable after the occurrence thereof.
(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 for up to one hundred eighty (180) days, provided that if
an event occurs which causes such registration statement to include an untrue
statement of material fact, or which causes such registration statement to fail
to state a material fact required to be stated therein or necessary to make the
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statements contained thereon not misleading, the Bright Holders will not effect
sales of Registrable Securities pursuant thereto after written notice of such
event from the Company, and the Company shall use its reasonable efforts to
update such registration statement to address such matters as promptly as
practicable after occurrence thereof.
(c) Furnish to the Bright Holders participating in such registration
such numbers 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.
(d) Use its reasonable best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by the
Bright Holders, provided 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.
(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 Bright Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement and under such other agreements, in usual
and customary form, as are prescribed by the underwriter in such underwriting.
(f) Notify each Bright 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 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 a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, such
obligation to continue for up to ninety (90) days.
(g) Cause all such Registrable Securities registered pursuant hereto
to be listed on each securities exchange or other quotation service on which
similar securities issued by the Company are then listed.
(h) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereto and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.
4. Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement with
respect to the Registrable Securities of any selling Bright Holder that such
Bright 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 Bright
Holder's Registrable Securities or as shall otherwise reasonably be requested by
the Company.
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5. Expenses of Registration. All expenses other than underwriting discounts
and commissions incurred in connection with registrations, filings or
qualifications pursuant hereto including (without limitation) all registration,
filing and qualification fees, printers' and accounting fees and fees and
disbursements of counsel for the Company (but specifically excluding the fees
and disbursements of counsel for the Bright Holders) shall be borne by the
Company.
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 2 to include any of the Bright 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 of the securities so included. Securities shall be
excluded from the offering in the order set forth below:
First, the number of shares requested to be registered for the account of
persons, if any, whose rights to have their shares included in such
registration are subordinate to the rights granted pursuant to this
Agreement shall be reduced as required;
Second, the number of shares requested to be registered for the account of
the Bright Holders of registration rights granted pursuant to this
Agreement and the number of shares requested to be registered by persons,
if any, holding registration rights on a parity basis with those granted by
this Agreement shall be reduced, pro rata, as required;
Third, the number of shares requested to be registered for the account of
persons, if any, whose rights to have their shares included in such
registrations are senior to the rights granted pursuant to this Agreement
shall be reduced as required; and
Last, the number of shares intended to be registered by the Company for its
own account shall be reduced as required.
7. Delay of Registration. No Bright 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 Agreement.
8. Indemnification. In the event any Registrable Securities are included in
a registration statement under this Agreement:
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(a) To the extent permitted by law, the Company will indemnify and
hold harmless each Bright Holder, any underwriter (as defined in the Act) for
such Bright Holder and each officer, director, trustee, shareholder, employee,
agent and representative of such Bright Holder or underwriter against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Act, the Securities Exchange Act of 1934 (the "Exchange
Act") or other federal or state 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, or (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, and the Company will pay to each such Bright Holder,
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 9(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), nor shall the Company be liable in any such case
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 Bright Holder, underwriter or controlling person.
(b) To the extent permitted by law, each selling Bright Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each officer, director,
trustee, shareholder, employee, agent and representative of the Company within
the meaning of the Act or the Exchange Act, any underwriter, any other Bright
Holder selling securities in such registration statement and any controlling
person of any such underwriter or other Bright Holder, against any losses,
claims, damages, or liabilities (joint or several) to which any of the foregoing
persons may become subject, under the Act, the Exchange Act or other federal or
state law, 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 Bright Holder
expressly for use in connection with such registration; and each such Bright
Holder will pay, as incurred, any legal or other expenses reasonably incurred by
any person intended to be indemnified pursuant to this subsection 9(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 9(b) 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 Bright Holder, which consent shall not be
unreasonably withheld; provided further, however, that in the event of a
registration pursuant to Section 3, the maximum amount payable by each Bright
Holder hereunder shall be limited to the proceeds received by such Bright Holder
pursuant to the sale of securities in connection with said registration.
(c) Any party that proposes to assert the right to be indemnified
under this Section 9 will, promptly after receipt of notice of commencement of
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any action against such party in respect of which a claim is to be made against
an indemnifying party or parties under this Section 9, notify each such
indemnifying party in writing of the commencement of such action, enclosing a
copy of all papers served, but the omission so to notify such indemnifying party
will not relieve it from any liability that it may have to any indemnified party
under the foregoing provisions of this Section unless, and only to the extent
that, such omission results in the loss of substantive rights or defenses by the
indemnifying party. If any such action is brought against any indemnified party
and it notifies the indemnifying party of its commencement, the indemnifying
party will be entitled to participate in and, to the extent that it elects by
delivering written notice to the indemnified party promptly after receiving
notice of the commencement of the action from the indemnified party, jointly
with any other indemnifying party similarly notified, to assume the defense of
the action, with counsel reasonably satisfactory to the indemnified party, and
after notice from the indemnifying party to the indemnified party of its
election to assume the defense, the indemnifying party will not be liable to the
indemnified party for any legal or other expenses except as provided below and
except for the reasonable costs of investigation subsequently incurred by the
indemnified party in connection with the defense. The indemnified party will
have the right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel will be at the expense of such
indemnified party unless (i) the employment of counsel by the indemnified party
has been authorized in writing by the indemnifying party, (ii) the indemnified
party has reasonably concluded (based on advice of counsel) that there may be
legal defenses available to it or other indemnified parties that are different
from or in addition to those available to the indemnifying party, (iii) a
conflict or potential conflict exists (based on advice of counsel to the
indemnified party) between the indemnified party and the indemnifying party (in
which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (iv) the indemnifying
party has not in fact employed counsel to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the
action, in each of which cases the reasonable fees, disbursements and other
charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable
for the reasonable fees, disbursements and other charges of more than one
separate firm admitted to practice in such jurisdiction at any one time for all
such indemnified parties. All such fees, disbursements and other charges will be
reimbursed by the indemnifying party promptly as they are incurred. Any
indemnifying party will not be liable for any settlement of any action or claim
effected without its written consent (which consent will not be unreasonably
withheld).
(d) If the indemnification provided for in this Section 8 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 therein,
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 that 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
relates to information supplied by the indemnifying party or by the indemnified
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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 an 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 8
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Agreement, and otherwise.
9. 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, the Company
agrees to use its reasonable best efforts to file with the SEC in a timely
manner all reports and other documents required of the Company under the Act and
the Exchange Act.
10. Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Agreement may not be assigned
without the prior written consent of the Company; provided, however, that the
Company shall not unreasonably withhold its consent to the transfer of such
rights in connection with the transfer by gift of Registrable Securities by an
individual Bright Holder to member(s) of his immediate family or to trust(s) for
the benefit thereof, or by a Bright Holder which is an entity to another entity
which is wholly-owned by such Bright Holder.
11. "Market Stand-Off" Agreement. Each Bright Holder hereby agrees that,
during the period of duration (up to, but not exceeding, 180 days) specified by
the Company and/or an underwriter of Common Stock or other securities of the
Company, following the date of the final prospectus distributed in connection
with any registration statement of the Company filed under the Act with respect
to an underwritten offering, it shall not, to the extent requested by the
Company and/or such underwriter, directly or indirectly sell, offer to sell,
contract to sell (including, without limitation, any short sale), grant any
option to purchase or otherwise transfer or dispose of (other than to donees who
agree to be similarly bound) any securities of the Company held by it at any
time during such period except Common Stock included in such registration;
provided, however, that the Company shall utilize its reasonable best efforts to
ensure that all officers and directors of the Company, all ten percent security
holders, and all other persons with registration rights granted subsequent to
the date hereof enter into similar agreements.
In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of each
Bright Holder (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period, and each Bright Holder
agrees that, if so requested, such Bright Holder will execute an agreement in
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the form provided by the underwriter containing terms which are essentially
consistent with the provisions of this Section 11.
Notwithstanding the foregoing, the obligations described in this Section 11
shall not apply to a registration relating solely to employee benefit plans on
Form S-8 or similar forms which may be promulgated in the future, or a
registration relating solely to an SEC Rule 145 transaction on Form S-4 or
similar forms which may be promulgated in the future.
12. Termination of Registration Rights. No Bright Holder shall be entitled
to exercise any right provided for in this Agreement after such time as Rule 144
or another similar exemption under the Act is available for the sale of all of
such Bright Holder's shares during a three (3)-month period without
registration.
13. Miscellaneous.
(a) 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. 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.
(b) Governing Law. This Agreement and all acts and transactions
pursuant hereto shall be governed, construed and interpreted in accordance with
the laws of the State of Delaware, without giving effect to principles of
conflicts of laws.
(c) 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.
(d) 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.
(e) Notices. Unless otherwise provided, any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon delivery, when delivered personally or by overnight courier or sent by
telegram or fax, or forty-eight (48) hours after being deposited in the U.S.
mail, by certified or registered mail, with postage prepaid, and addressed to
the party to be notified at such party's address as set forth below or on
Exhibit A hereto or as subsequently modified by written notice.
(f) 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.
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(g) 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.
(h) Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of this
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of this Agreement shall be enforceable in accordance with its terms.
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The parties have executed this Registration Rights Agreement as of the date
first above written.
COMPANY:
HORIZON PCS, INC.
By: /s/ Xxxxxxx X. XxXxxx
__________________________________________
Its: President
__________________________________________
BRIGHT HOLDERS:
[see separate signature pages]
10
SHERWOOD MUTUAL TELEPHONE CO.
By: /s/ X.X. Xxxxxx
__________________________________________
Its: President
__________________________________________
[See separate signature pages]
11
AYERSVILLE TELEPHONE CO.
By: /s/ Xxxxxx X. Xxxxxxxxx
__________________________________________
Its: President
__________________________________________
[See separate signature pages]
12
XXXXXX MUTUAL TELEPHONE CO.
By: /s/ Xxxx Xxxxxxxx
__________________________________________
Its: President
__________________________________________
[See separate signature pages]
13
NEW KNOXVILLE TELEPHONE CO.
By: /s/ Xxxx Xxxx
__________________________________________
Its: Secretary/Treasurer
__________________________________________
[See separate signature pages]
14
BRIGHT CHOICE, INC.
By: /s/ Xxxxx Xxxxxx
__________________________________________
Its: President
__________________________________________
[See separate signature pages]
15
REACH OF OHIO, INC.
By: /s/ Xxxxx X. Alt
__________________________________________
Its: President
__________________________________________
[See separate signature pages]
16
VAUGHNSVILLE TELEPHONE CO.
By: /s/ Xxx Xxxxx
__________________________________________
Its: Plant Manager
__________________________________________
[See separate signature pages]
17
KALIDA TELEPHONE CO., INC.
By: /s/ Xxxx Xxxxx
__________________________________________
Its: President
__________________________________________
[See separate signature pages]
18
COM NET, INC.
By:___________________________________________
Its:__________________________________________
[See separate signature pages]
00
XXXXXX XXXXX TELEPHONE CO.
By: /s/ Xxxxxxxx Xxxxx
__________________________________________
Its: VP/General Manager
Telephone and Internet Operations
__________________________________________
[See separate signature pages]
20
FARMERS MUTUAL TELEPHONE CO.
By: /s/ Xxxx X. Xxxxxx
__________________________________________
Its: Secretary
__________________________________________
[See separate signature pages]
21
GLANDORF TELEPHONE CO.
By: /s/ Xxxxx Xxxxxxx
__________________________________________
Its: Manager
__________________________________________
[See separate signature pages]
22
DOYLESTOWN TELEPHONE CO.
By: /s/ Xxxxxx Xxxxxxxx
__________________________________________
Its: President
__________________________________________
[See separate signature pages]
23
FT. XXXXXXXX TELEPHONE CO.
By: /s/ Xxxxxxx X. Xxxxxxxxx
__________________________________________
Its: Secretary/Treasurer
__________________________________________
[See separate signature pages]
24
BUCKLAND TELEPHONE CO.
By: /s/ Xxxxxxx Xxxx
__________________________________________
Its: Vice President
__________________________________________
[See separate signature pages]
25
TELEPHONE SERVICE CO.
By: /s/ Xxxxxx X. Xxxxxxxx
__________________________________________
Its: President
__________________________________________
[See separate signature pages]
26
RIDGEVILLE TELEPHONE CO.
By: /s/ Xxxxx Xxxxx
__________________________________________
Its: President
__________________________________________
[See separate signature pages]
27
XXXXXXX TELEPHONE CO.
By: /s/ Xxxx Xxxxxx
__________________________________________
Its: President
__________________________________________
[See separate signature pages]
00
XXXXXX XXXXX TELEPHONE CO.
By: /s/ Xxxxxx X. Xxxx
__________________________________________
Its: Manager
__________________________________________
[See separate signature pages]
29
WABASH COMMUNICATIONS, INC.
By: /s/ Xxxxxxx Xxxxx
__________________________________________
Its: Secretary/Treasurer
__________________________________________
[See separate signature pages]
30
THE SYCAMORE TELEPHONE CO.
By: /s/ Xxxxxxx X. Xxxxxxxxx
__________________________________________
Its: Vice President
__________________________________________
[See separate signature pages]
31
BRIGHT HOLDER
/s/ Xxx X. Xxxxxxx
___________________________________________
Xxx X. Xxxxxxx
[See separate signature pages]
32
BRIGHT HOLDER
/s/ Xxxx Xxxxxxxx
___________________________________________
Xxxx Xxxxxxxx
[See separate signature pages]
33
BRIGHT HOLDER
/s/ Xxxxxxx Xxxxx
___________________________________________
Xxxxxxx Xxxxx
[See separate signature pages]
34
BRIGHT HOLDER
/s/ Xxx Xxxxxxxx
___________________________________________
Xxx Xxxxxxxx
[See separate signature pages]
35
BRIGHT HOLDER
/s/ Xxxx Xxxxxx
___________________________________________
Xxxx Xxxxxx
[See separate signature pages]
36
BRIGHT HOLDER
/s/ Xxx Xxxxxxxx
___________________________________________
Xxx Xxxxxxxx
[See separate signature pages]
37
BRIGHT HOLDER
/s/ Xxxxxx Xxxxxxxx
___________________________________________
Xxxxxx Xxxxxxxx
[See separate signature pages]
38
BRIGHT HOLDER
/s/ Xxxxx X. Xxxxx
___________________________________________
Xxxxx X. Xxxxx
[See separate signature pages]
39
BRIGHT HOLDER
/s/ Xxxx Xxxxxx
___________________________________________
Xxxx Xxxxxx
[See separate signature pages]
40
BRIGHT HOLDER
/s/ Xxxxxx Xxxxx
___________________________________________
Xxxxxx Xxxxx
[See separate signature pages]
41
BRIGHT HOLDER
/s/ Xxxxx Xxxxxxx
___________________________________________
Xxxxx Xxxxxxx
[See separate signature pages]
42
BRIGHT HOLDER
/s/ Xxxx Plows
___________________________________________
Xxxx Plows
43
JSI CAPITAL ADVISORS, LLC
By: /s/ Xxxxxxx X. Xxxx
__________________________________________
Its: President & Managing Principal
__________________________________________
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