EXHIBIT 10.2
Registration Rights Agreement
Registration Rights Agreement dated May 16, 1997 by and between
Chelsea GCA Realty, Inc., a Maryland corporation (the "Company"),
and Xxxxx XxXxxxxxx Group, L.P., a Delaware limited partnership
(the "Investor").
W I T N E S S E T H :
WHEREAS, the Company desires to grant to the Investor certain
registration rights with respect to Registrable Securities (as
hereinafter defined) owned by the Investor;
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and for other good and valuable consideration
set forth herein, the parties hereto agree as follows:
1.CERTAIN DEFINITIONS. For purposes of this Agreement, the
following terms shall have the respective meanings set forth
below:
"Affiliate" means with respect to a person or entity, (i) any
person who directly or indirectly owns, controls or holds the
power to vote ten percent or more of the outstanding voting
securities of the person in question, (ii) any person directly or
indirectly controlling, controlled by or under common control
with the person in question or (iii) if the person in question is
a corporation, any executive officer, director or ten percent or
greater stockholder of such person.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means shares of common stock, par value $.01 per
share, of the Company.
"Costs and Expenses" means all of the costs and expenses relating
to the Registration Statement involved, including, but not
limited to, internal expenses of the Company, blue-sky expenses,
printing expenses, Commission and other filing, registration and
listing fees and fees and disbursements of counsel and
independent public accountants for the Company; provided,
however, that Costs and Expenses shall not include (a)
underwriting discounts and commissions and reimbursable
underwriters' expenses, all of which shall be borne pro rata by
the Selling Investors and (b) fees and expenses of counsel for
the Selling Investors.
"Holders" means any person or entity who owns Registrable
Securities or has the right to acquire Registrable Securities,
whether or not such acquisition has actually been effected.
"Registrable Securities" means (a) any shares of Common Stock
issued to the Investor, (b) any shares of Common Stock issuable
to the Investor upon exchange of Units and (c) any securities
issued as a dividend on or other distribution with respect to, or
in exchange for or in replacement of, the shares of Common Stock
referred to in subsections (a) or (b) above; provided, however,
that a security is not a Registrable Security after (i) it has
been effectively registered and disposed of under the Securities
Act, (ii) it has been publicly sold pursuant to Rule 144 (or any
similar provisions then in force) under the Securities Act, or
(iii) it is capable of being disposed of without volume
restrictions pursuant to Rule 144(k) (or any similar provisions
then in force) under the Securities Act.
"Registration Statement" means any registration statement of the
Company relating to Registrable Securities which is filed
pursuant to this Agreement, including any prospectus included
therein and all amendments and supplements thereto.
"Securities Act" means the Securities Act of 1933, as amended, or
any similar Federal law then in force.
"Selling Investors" means Holders whose Registrable Securities
are included in a Registration Statement filed by the Company
pursuant to this Agreement.
"Units" means units of partnership interests in Chelsea GCA
Realty Partnership, L.P.
2.REGISTRATION RIGHTS.
2.1REQUIRED REGISTRATION. (a) At any time and from time to time
after the date hereof the Investor may give written notice to the
Company of the proposed disposition of Registrable Securities,
specifying the number of Registrable Securities so to be sold or
disposed of and requesting that the Company prepare and file a
Registration Statement under the Securities Act covering such
Registrable Securities. The Company shall, within 10 days
thereafter, give written notice to the other Holders of such
request and each of the other Holders shall have the option, for
a period of 20 days after receipt by it of such notice from the
Company, to include some or all of its Registrable Securities in
such Registration Statement. Upon the written request from
Holders of Registrable Securities stating that they wish to
dispose of an aggregate of at least the lesser of (i) 15% of such
Holder's Registrable Securities or (ii) $10 million of
Registrable Securities (based on their then market value) (the
"Minimum"), the Company shall use its best efforts to cause an
appropriate Registration Statement covering such Registrable
Securities to be filed with the Commission and to become
effective as soon as reasonably practicable and to remain
effective until the earlier to occur of (i) completion of the
distribution of the Registrable Securities to be offered or sold
or (ii) 120 days, which period shall be extended for any period
of time during which a current prospectus is not available. The
Company shall not be obligated to file more than one Registration
Statement for the Investor (including Affiliates of the Investor)
during any twelve month period of time pursuant to the provisions
of this Section 2.1 (but not Section 2.3); provided, however,
that the Investor shall have the right on one occasion to request
registration without the Minimum (but such request shall be
included for purposes of the Investor's right to one request
during each twelve month period of time). The Company's
obligations under this Section 2.1 shall be deemed satisfied (i)
when a Registration Statement shall have become effective or (ii)
upon the withdrawal by the Investor of the request for such
Registration Statement after such Registration Statement has been
filed with the Commission. The Company shall bear the Costs and
Expenses of each such Registration Statement. Notwithstanding
anything to the contrary contained herein, no request may be made
under this Section 2.1 within 180 days after the effective date
of a registration statement filed by the Company in which Holders
of Registrable Securities shall have been entitled to join
pursuant to this Section 2.1 or Section 2.3.
(b)The Company may include in the Registration Statement under
Section 2.1(a) any other shares of its Common Stock (including
issued and outstanding shares of Common Stock as to which the
holders thereof have contracted with the Company for "piggyback"
registration rights) so long as the inclusion in such
Registration Statement of such shares will not, in the opinion of
the managing underwriter, if any, interfere with the successful
marketing in accordance with the intended method of sale or other
disposition of all the Registrable Securities sought to be
registered pursuant to Section 2.1(a). If it is determined as
provided above that there will be such interference, the other
shares of Common Stock sought to be included shall be excluded on
a pro rata basis to the extent deemed appropriate by the managing
underwriter before any Registrable Securities are excluded from
such registration.
(c)Notwithstanding the foregoing, if the Company shall furnish to
the Holder of Registrable Securities requesting a Registration
Statement pursuant to Section 2.1(a), a certificate signed by the
Chief Executive Officer of the Company stating that in the good
faith judgment of the Board of Directors of the Company, it would
be seriously detrimental to the Company and its shareholders for
such registration statement to be filed and it is therefore
essential to defer the filing of such registration statement, the
Company shall have the right to defer such filing for a period of
not more than 120 days after receipt of the request for
registration.
(d)If the Holder requesting registration desires to sell
Registrable Securities in an underwritten offering, the
underwriter will be selected by such Holder, subject to the
reasonable approval of the Company.
2.2.PROCEDURE FOR REGISTRATION. In connection with the filing of
a Registration Statement pursuant to Section 2.1 hereof, and in
supplementation and not in limitation of the provisions hereof,
the Company shall:
(a)Notify the Selling Investors as to the filing of the
Registration Statement and of all amendments or supplements
thereto filed prior to the effective date of such Registration
Statement;
(b)Notify the Selling Investors, promptly after the Company shall
receive notice thereof, of the time when such Registration
Statement became effective or when any amendment or supplement to
any prospectus forming a part of such Registration Statement has
been filed;
(c)Notify the Selling Investors promptly of any request by the
Commission for the amending or supplementing of such Registration
Statement or prospectus or for additional information;
(d)Prepare and promptly file with the Commission and promptly
notify the Selling Investors of the filing of any amendments or
supplements to such Registration Statement or prospectus as may
be necessary to correct any statements or omissions if, at any
time when a prospectus relating to the Registrable Securities is
required to be delivered under the Securities Act, any event with
respect to the Company shall have occurred as a 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
not misleading; and, in addition, prepare and file with the
Commission, promptly upon the Selling Investors' written request,
any amendments or supplements to such Registration Statement or
prospectus which may be reasonably necessary or advisable in
connection with the distribution of the Registrable Securities;
(e)Prepare, promptly upon request of the Selling Investors or any
underwriters for the Selling Investors, such amendment or
amendments to such Registration Statement and such prospectus or
prospectuses as may be reasonably necessary to permit compliance
with the requirements of Section 10(a)(3) of the Securities Act;
(f)Advise the Selling Investors promptly after the Company shall
receive notice or obtain knowledge of the issuance of any stop
order by the Commission suspending the effectiveness of any such
Registration Statement or amendment thereto or of the initiation
or threatening of any proceeding for that purpose, and promptly
use its best efforts to prevent the issuance of any stop order or
obtain its withdrawal promptly if such stop order should be
issued;
(g)Use its best efforts to qualify, as soon as reasonably
practicable, the Registrable Securities for sale under the
securities or blue-sky laws of such states and jurisdictions
within the United States as shall be reasonably requested by the
Selling Investors; provided, that the Company shall not be
required in connection therewith or as a condition thereto to
qualify to do business, to become subject to taxation or to file
a consent to service of process generally in any of the aforesaid
states or jurisdictions;
(h)Furnish the Selling Investors, as soon as available, copies of
any Registration Statement and each preliminary or final
prospectus, or supplement or amendment required to be prepared
pursuant hereto, and all other documents referred to in Section
2.2, all in such quantities as the Selling Investors may, from
time to time, reasonably request; and
(i)If requested by the Selling Investors, enter into an agreement
with the underwriters of the Registrable Securities being
registered containing customary provisions and reflecting the
foregoing.
2.3INCIDENTAL REGISTRATION. If at any time and from time to time
the Company shall propose the filing of a Registration Statement
on an appropriate form under the Securities Act of any equity
securities of the Company, otherwise than pursuant to Section 2.1
hereof and other than a registration statement on Forms S-8 or S-
4 or any equivalent form then in effect, then the Company shall
give the Holders of Registrable Securities notice of such
proposed registration and shall include in any Registration
Statement relating to such securities all or a portion of the
Registrable Securities then owned by such Holders, which such
Holders shall request (such Holders to be considered Selling
Investors), by notice given by such Holders to the Company within
20 days after the giving of such notice by the Company, to be so
included. In the event of the inclusion of Registrable
Securities pursuant to this Section 2.3, the Company shall bear
the Costs and Expenses of such registration. In the event the
distribution of securities of the Company covered by a
Registration Statement referred to in this Section 2.3 is to be
underwritten, then the Company's obligation to include
Registrable Securities in such Registration Statement shall be
subject, at the option of the Company, to the following further
conditions:
(a)The distribution for the account of the Selling Investors
shall be underwritten by the same underwriters who are
underwriting the distribution of the securities for the account
of the Company and/or any other persons whose securities are
covered by such Registration Statement, and the Selling Investors
will enter into an agreement with such underwriters containing
customary provisions;
(b)If the underwriting agreement entered into with the aforesaid
underwriters contains restrictions upon the sale of securities of
the Company, other than the securities which are to be included
in the proposed distribution, during the period commencing 10
days prior to, and not exceeding 180 days from, the effective
date of the Registration Statement, then such restrictions will
be binding upon the Selling Investors and, if requested by the
Company, the Selling Investors will enter into a written
agreement to that effect;
(c)If the registration is an underwritten primary registration on
behalf of the Company and the managing underwriters of such
offering deliver a written opinion to the Holders of such
Registrable Securities that the aggregate amount of securities of
the Company which the Holders of Registrable Securities and the
Company propose to include in such Registration Statement would
materially and adversely affect the marketing of the securities
or the proceeds of the offering payable to the Company, the
Company will include in such registration, first the securities
which the Company proposes to sell, second, on a pro rata basis
Registrable Securities of the Holders and of the persons or
entities entitled to registration pursuant to the Registration
Rights Agreement dated November 2, 1993, and third, securities
held by any holders of other piggyback registration rights, if
any, which can be included therein without, in the good faith
judgment of the managing underwriters of such offering,
materially and adversely affecting the marketing of the
securities or the proceeds of the offering payable to the
Company, pro rata among the Holders of Registrable Securities
taken together, and next, if available, pro rata among other
holders of securities, taken together, in each case on the basis
of the relative number of securities of the Company requested to
be included in such registration by the Holders of Registrable
Securities and such other holders; and
(d)If the registration is in connection with an underwritten
secondary offering on behalf of any of the other security holders
of the Company and the managing underwriters of such offering
deliver a written opinion to the Holders of such Registrable
Securities that the aggregate amount of securities which the
Holders of Registrable Securities and such security holders
propose to include in such registration would materially and
adversely affect the marketing of the securities or the proceeds
of the offering payable to such other security holders of the
Company, the Company will include in such registration, first,
the securities to be sold for the account of any other holders
entitled to demand registration, second, the Registrable
Securities of the Holders and of the persons or entities entitled
to registration pursuant to the Registration Rights Agreement
dated November 2, 1993, and third, securities held by any holders
of other piggyback registration rights, if any, which can be
included in such offering without, in the good faith judgment of
the managing underwriters of such offering, materially and
adversely affecting the marketing of the securities or the
proceeds of the offering payable to such other security holders,
pro rata among all Holders of Registrable Securities taken
together and next, if available, pro rata among other holders of
securities, taken together, in each case on the basis of the
relative number of securities of the Company requested to be
included in such registration by the Holders of Registrable
Securities and such other holders. Registrable Securities
proposed to be registered and sold pursuant to an underwritten
offering for the account of the Holders of Registrable Securities
shall be sold to prospective underwriters selected or approved by
the Company and on the terms and subject to the conditions of one
or more underwriting agreements negotiated between the Company,
the Holders of Registrable Securities and any other holders
demanding registration and the prospective underwriters. The
Company may withdraw any Registration Statement initiated by the
Company pursuant to this Section 2.3 at any time before it
becomes effective, or postpone the offering of securities,
without obligation or liability to the Holders of Registrable
Securities.
2.4INDEMNIFICATION BY THE COMPANY. The Company will indemnify
and hold harmless each Selling Investor, any underwriter (as
defined in the Securities Act) for such Selling Investor, each
officer, director and partner of such Selling Investor, and each
person, if any, who controls such Selling Investor or such
underwriter within the meaning of the Securities Act (but, in the
case of an underwriter or a controlling person, only if such
underwriter or controlling person indemnifies the persons
mentioned in subdivision (b) of Section 2.5 hereof in the manner
set forth therein), against any losses, claims, damages or
liabilities, joint or several, to which such Selling Investor or
any such underwriter, officer, director, or controlling person
becomes subject, under the Securities Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in
respect thereof) are caused by any untrue statement or alleged
untrue statement of any material fact contained in any
preliminary prospectus (if used prior to the effective date of
the Registration Statement), or contained, on the effective date
thereof, in any Registration Statement under which Registrable
Securities were registered under the Securities Act, the
prospectus contained therein, or any amendment or supplement
thereto, or arising out of or based upon 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 reimburse such Selling Investor
and any such underwriter, officer, director, partner or
controlling person for any legal or other expenses reasonably
incurred by such Selling Investor, or any such underwriter,
officer, director, partner or controlling person in connection
with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not
be liable to any such persons in any such case to the extent that
any such loss, claim, damage, liability or action arises out of
or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in reliance upon and in
conformity with information furnished to the Company in writing
by such person expressly for inclusion in any of the foregoing
documents.
2.5INDEMNIFICATION BY SELLING INVESTORS. Each Selling Investor
shall:
(a)Furnish in writing all information to the Company concerning
itself and its holdings of securities of the Company as shall be
required in connection with the preparation and filing of any
Registration Statement covering any Registrable Securities; and
(b)Indemnify and hold harmless the Company, each of its
directors, each of its officers who has signed a Registration
Statement, each person, if any, who controls the Company within
the meaning of the Securities Act, each other Selling Investor
and any underwriter (as defined in the Securities Act) for the
Company, against any losses, claims, damages or liabilities to
which the Company or any such director, officer, controlling
person or underwriter may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) are caused by any
untrue or alleged untrue statement of any material fact contained
in any preliminary prospectus (if used prior to the effective
date of the Registration Statement) or contained on the effective
date thereof, in any Registration Statement under which
Registrable Securities were registered under the Securities Act,
the prospectus contained therein, or any amendment or supplement
thereto, or arising out of or based upon 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; in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in
conformity with information furnished in writing to the Company
by such Selling Investor expressly for inclusion in any of the
foregoing documents, and such Selling Investor shall reimburse
the Company and any such underwriter, officer, director or
controlling person for any legal or other expenses reasonably
incurred by the Company or any such director, officer or
controlling person in connection with investigating or defending
any such loss, claim, damage, liability or action.
2.6CONTRIBUTION. In order to provide for just and equitable
contribution to joint liability under the Securities Act in any
case in which either (a) any Selling Investor or other person or
entity entitled to indemnification under this Agreement, makes a
claim for indemnification pursuant to Section 2.4 but it is
judicially determined (by the entry of a final judgment or decree
by a court of competent jurisdiction and the expiration of time
to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding
the fact that Section 2.4 provides for indemnification in such
case, or (b) contribution under the Securities Act may be
required on the part of any such Selling Investor or other person
in circumstances for which indemnification is provided under
Section 2.4; then, and in each such case, the Company and such
holder will contribute to the aggregate losses, claims, damages
or liabilities to which they may be subject (after contribution
from others) in such proportion so that such Selling Investor or
other person is responsible for the portion represented by the
percentage that the public offering price of its Registrable
Securities offered by the Registration Statement bears to the
public offering price of all securities offered in such
Registration Statement, and the Company is responsible for the
remaining portion; provided, however, that, in any such case, (i)
no such Selling Investor or other person will be required to
contribute any amount in excess of the public offering price of
all such Registrable Securities offered by it pursuant to such
Registration Statement; and (ii) no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 12(f)
of the Securities Act) will be entitled to contribution from any
person or entity who was not guilty of such fraudulent
misrepresentation.
2.7NOTIFICATION BY SELLING INVESTORS. Each Selling Investor and
each other person indemnified pursuant to Section 2.4 hereof
will, in the event it receives notice of the commencement of any
action against it which is based upon an alleged act or omission
which, if proven, would result in the Company's having to
indemnify it pursuant to Section 2.4 hereof, promptly notify the
Company, in writing, of the commencement of such action and
permit the Company, if the Company so notifies such Selling
Investor within 10 days after receipt by the Company of notice of
the commencement of the action, to participate in and to assume
the defense of such action with counsel reasonably satisfactory
to such Selling Investor or such other indemnified person, as the
case may be; provided, however, that such Selling Investor shall
be entitled to retain its own counsel at the Company's expense if
it believes it has defenses available to it which are not
available to the Company or if such Selling Investor believes
there exists a potential for conflict of interest between the
Company and such Selling Investor. The omission to notify the
Company promptly of the commencement of any such action shall not
relieve the Company of any liability to indemnify such Selling
Investor or such other indemnified person, as the case may be,
under Section 2.4 hereof, except to the extent the Company shall
suffer any loss by reason of such failure to give notice and
shall not relieve the Company of any other liabilities which it
may have under this or any other agreement.
2.8NOTIFICATION BY COMPANY. The Company agrees that, in the
event it receives notice of the commencement of any action
against it which is based upon an alleged act or omission which,
if proven, would result in any Selling Investor having to
indemnify the Company pursuant to subdivision (b) of Section 2.5
hereof, the Company will promptly notify such Selling Investor in
writing of the commencement of such action and permit such
Selling Investor, if such Selling Investor so notifies the
Company within 10 days after receipt by it of notice of the
commencement of the action, to participate in and to assume the
defense of such action with counsel reasonably satisfactory to
the Company. The omission to notify such Selling Investor
promptly of the commencement of any such action will not relieve
such Selling Investor of liability to indemnify the Company under
subdivision (b) of Section 2.5 hereof, except to the extent that
such Selling Investor suffers any loss by reason of such failure
to give notice and shall not relieve such Selling Investor of any
other liabilities which it may have under this or any other
agreement.
3.MISCELLANEOUS.
3.1NOTICES. All notices, requests, demands and other
communications provided for by this Agreement shall be in writing
(including telecopier or similar writing) and shall be deemed to
have been given at the time when hand delivered, mailed in any
general or branch office of the United States Postal Service,
enclosed in a registered or certified postpaid envelope, or
received from Federal Express or other similar overnight courier
service, addressed to the address of the parties stated below or
to such changed address as such party may have fixed by notice
or, if given by telecopier, when such telecopy is transmitted and
the appropriate answerback is received.
If to the Company:Chelsea GCA Realty, Inc.
000 Xxxxxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Executive
Officer
- copy to -
Stroock & Stroock & Xxxxx LLP
000 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx
If to the Investor:Xxxxx XxXxxxxxx Group L.P.
000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention:
3.2SUCCESSORS AND ASSIGNS. This Agreement is solely for the
benefit of the parties and their respective successors and
assigns. Nothing herein shall be construed to provide any rights
to any other entity or individual.
3.3COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same document.
3.4HEADINGS. Section headings are for convenience only and do
not control or affect the meaning or interpretation of any terms
or provisions of this Agreement.
3.5GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York
governing contracts to be made and performed therein without
giving effect to principles of conflicts of law, and, with
respect to any dispute arising out of this Agreement, each party
hereby consents to the exclusive jurisdiction of the courts
sitting in such State.
3.6SEVERABILITY. Should any part, term, condition or provision
hereof or the application thereof be declared illegal, invalid or
otherwise unenforceable or in conflict with any other law by a
court of competent jurisdiction, the validity of the remaining
parts, terms, conditions or provisions of this Agreement shall
not be affected thereby, and the illegal, invalid or
unenforceable portions of this Agreement shall be and hereby are
redrafted to conform with applicable law, while leaving the
remaining portions of this Agreement intact, except to the extent
necessary to conform to the redrafted portions hereof.
3.7ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement and understanding between the parties and supersedes
all proposals, commitments, writings, negotiations, discussions,
agreements and understandings, oral or written, of every kind and
nature between them concerning the subject matter hereof. This
Agreement may not be amended or otherwise modified and no
provision hereof may be waived, without the consent of the
Holders of a majority of the Registrable Securities. No
discharge of the terms hereof shall be deemed valid unless by
full performance by the parties or by a writing signed by the
parties. A waiver by any party of any breach or violation of any
provision of this Agreement shall not be deemed or construed as a
waiver of any other breach or violation hereof.
3.8OTHER REGISTRATION RIGHTS. From and after the date hereof and
so long as any of the registration rights under this Agreement
remain in effect, the Company shall not grant to any third party
any registration rights more favorable than those contained
herein.
3.9ARBITRATION. Mindful of the high cost of litigation, not only
in dollars but time and energy as well, the parties intend to and
do hereby establish a quick, final and binding out-of-court
dispute resolution procedure to be followed in the unlikely event
any controversy should arise out of or concerning the performance
of this Agreement. Accordingly, the parties do hereby covenant
and agree that any controversy, dispute or claim of whatever
nature arising out of, in connection with or in relation to the
interpretation, performance or breach of this Agreement,
including any claim based on contract, tort or statute, shall be
settled, at the request of any party to this Agreement, through
arbitration by a dispute resolution process administered by
Judicial Arbitration & Mediation Services, Inc. or any other
mutually agreed upon arbitration firm involving final and binding
arbitration conducted at a location determined by the arbitrator
in New York City administered by and in accordance with the then
existing rules of practice and procedure of such arbitration firm
and judgment upon any award rendered by the arbitrator may be
entered by any state or federal court having jurisdiction
thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
CHELSEA GCA REALTY, INC.
By: /S/ XXXXX X. XXXXX
Name: XXXXX X. XXXXX
Title: CHIEF EXECUTIVE OFFICER
XXXXX XxXXXXXXX GROUP, L.P.
By: Xxxxx XxXxxxxxx Group, Inc.,
General Partner
By: /S/ XXXXX XXXXX
Name: XXXXX XXXXX
Title: CHIEF EXECUTIVE OFFICER
