EXHIBIT 4.4
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is made and entered into as
of June 17, 2002 (this "Agreement"), by and between SAFLINK Corporation, a
Delaware corporation (the "Company"), and those purchasers listed on Exhibit A
attached hereto who have executed a counterpart signature page attached hereto
(each, a "Purchaser" and, collectively, the "Purchasers").
WHEREAS, pursuant to each of those certain Warrant Amendment
Agreements, by and between the Company and each of the Purchasers (the
"Amendment Agreements"), the Company agreed to provide certain registration
rights to the Purchasers under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of the Company's Common Stock
issuable upon exercise of the Series C Warrants (as defined in the Amendment
Agreements);
WHEREAS, the Company and the Purchasers now desire to
formalize those certain registration rights granted therein.
NOW, THEREFORE, in consideration of the representations,
warranties and agreements contained herein and other good and valuable
consideration, the receipt and legal adequacy of which is hereby acknowledged by
the parties, the Company and the Purchasers hereby agree as follows:
1. Definitions.
Capitalized terms used and not otherwise defined herein shall
have the meanings given such terms in the Amendment Agreements. As used in this
Agreement, the following terms shall have the following meanings:
"Affiliate" means, with respect to any Person, any other
Person that directly or indirectly controls or is controlled by or under common
control with such Person. For the purposes of this definition, "control," when
used with respect to any Person, means the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms of "affiliated," "controlling" and "controlled" have
meanings correlative to the foregoing.
"Blackout Period" shall have the meaning set forth in Section
2(i).
"Board" shall have the meaning set forth in Section 2(i).
"Business Day" means any day except Saturday, Sunday and any
day which is a legal holiday or a day on which banking institutions in the state
of Washington generally are authorized or required by law or other government
actions to close.
"Commission" means the Securities and Exchange Commission.
"Common Shares" shall have the meaning set forth in the
definition of "Registrable Securities."
"Common Stock" means the Company's Common Stock, $0.01 par
value.
"Effectiveness Period" shall have the meaning set forth in
Section 2.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Holder" means collectively, each holder from time to time of
Registrable Securities including, without limitation, each Purchaser and its
assignees.
"Indemnified Party" shall have the meaning set forth in
Section 5(c).
"Indemnifying Party" shall have the meaning set forth in
Section 5(c).
"Losses" shall have the meaning set forth in Section 5(a).
"OTC" shall mean the over-the-counter electronic bulletin
board.
"Person" means an individual or a corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or political
subdivision thereof) or other entity of any kind.
"Proceeding" means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.
"Prospectus" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference in such Prospectus.
"Registrable Securities" means the shares of the Company's
Common Stock issued and issuable upon exercise of the Series C Warrants and upon
any stock split, stock dividend, recapitalization or similar event with respect
to such shares of Common Stock and any other securities issued in exchange of or
replacement of such shares of Common Stock (collectively, the "Common Shares");
until in the case of any of the Common Shares (i) a Registration Statement
covering such Common Share has been declared effective by the SEC and continues
to be effective during the Effectiveness Period; or (ii) such Common Share is
sold in compliance with Rule 144 or may be sold pursuant to Rule 144(k), after
which time such Common Share shall not be a Registrable Security.
"Registration Statement" means the registration statement,
including the Prospectus, amendments and supplements to such registration
statement or Prospectus, including
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pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference in such registration statement.
"Rule 144" means Rule 144 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.
2. Registration; Company's Obligations. In connection with the
registration of the Registrable Securities, the Company shall:
(a) As soon as practicable after the date hereof, prepare and
file with the Commission a Registration Statement covering the resale of the
Registrable Securities as would permit or facilitate the sale and distribution
of all the Registrable Securities in the manner reasonably requested by the
Holders. The Registration Statement shall be on Form S-2 or Form S-3 (except if
the Company is not then eligible to register for resale the Registrable
Securities on Form S-2 or Form S-3, in which case such registration shall be on
another appropriate form in accordance with the Securities Act and the rules
promulgated thereunder). The Company shall use commercially reasonable efforts
to cause the Registration Statement to be declared effective under the
Securities Act as soon as practicable after the filing thereof, and to keep such
Registration Statement continuously effective under the Securities Act until the
earliest of (x) the date when all Registrable Securities covered by such
Registration Statement have been sold, (y) the date on which the Registrable
Securities may be sold pursuant to Rule 144(k) as determined by the counsel to
the Company, or (z) the third (3rd) anniversary of the effective date of the
Registration Statement (the "Effectiveness Period").
(b) (i) The Company shall use commercially reasonable efforts
to prepare and file with the Commission such amendments, including
post-effective amendments, to the Registration Statement as may be necessary to
keep the Registration Statement continuously effective as to the applicable
Registrable Securities for the Effectiveness Period in order to register for
resale under the Securities Act all of the Registrable Securities; and (ii)
cause the related Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule 424 (or any similar provisions then in force) promulgated under the
Securities Act.
(c) Notify the Holder of Registrable Securities to be sold
promptly of (i) the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement covering any or all of the
Registrable Securities or the initiation of any Proceedings for that purpose;
(ii) the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction; and (iii) the occurrence of
any event that makes any statement made in the Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to the
Registration Statement, Prospectus or other documents so that, in the case of
the Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.
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(d) Use its best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of, (i) any order suspending the effectiveness of
the Registration Statement or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any U.S. jurisdiction, at the earliest practicable moment.
(e) Promptly deliver to the Holder, without charge, as many
copies of the Registration Statement, Prospectus or Prospectuses (including each
form of prospectus) and each amendment or supplement thereto as such Persons may
reasonably request; and the Company hereby consents to the use of such
Prospectus and each amendment or supplement thereto by the selling Holder in
connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto.
(f) Use commercially reasonable efforts to register or qualify
or cooperate with the selling Holders in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as the Holder reasonably requests
in writing, to keep each such registration or qualification (or exemption
therefrom) effective during the Effectiveness Period and to do any and all other
acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by a Registration Statement;
provided, however, that the Company shall not be required to qualify generally
to do business in any jurisdiction where it is not then so qualified or to take
any action that would subject it to general service of process in any such
jurisdiction where it is not then so subject or subject the Company to any tax
in any such jurisdiction where it is not then so subject.
(g) Upon the occurrence of any event contemplated by Section
2(c)(iii), promptly prepare a supplement or amendment, including a
post-effective amendment, to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter delivered, neither the Registration Statement nor such Prospectus
will contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.
(h) Use its best efforts to cause all Registrable Securities
relating to such Registration Statement to be listed on the OTC and any other
securities exchange, quotation system, market or over-the-counter bulletin
board, if any, on which the same securities issued by the Company are then
listed.
(i) If (i) there is material non-public information regarding
the Company which the Company's Board of Directors (the "Board") reasonably
determines not to be in the Company's best interest to disclose and which the
Company is not otherwise required to disclose, or (ii) there is a significant
business opportunity (including, but not limited to, the acquisition or
disposition of assets (other than in the ordinary course of business) or any
merger, consolidation, tender offer or other similar transaction) available to
the Company which the Board reasonably determines not to be in the Company's
best interest to disclose and which the Company would be required to disclose
under the Registration Statement, then the Company may suspend effectiveness of
a registration statement and suspend the sale of Registrable Securities under a
Registration Statement one (1) time every three (3) months or three (3) times in
any twelve
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month period, provided that the Company may not suspend its obligation for more
than sixty (60) days in the aggregate in any twelve month period (each, a
"Blackout Period"); provided, however, that no such suspension shall be
permitted for more than twenty (20) consecutive trading days, arising out of the
same set of facts, circumstances or transactions.
3. Holder's Obligations
In connection with the registration of the Registrable
Securities, the Holder shall:
(a) Cooperate with the Company in all respects, including
supplying, in a timely manner, all information reasonably requested by the
Company (which shall include all information regarding the Holder and the
proposed manner of sale of the Registrable Securities required to be disclosed
in the Registration Statement) and executing and delivering all documents
reasonably requested in connection with the registration and sale of the
Registrable Securities in usual and customary form.
(b) (i) Not sell any Registrable Securities under the
Registration Statement until it has received copies of the Prospectus as then
amended or supplemented as contemplated in Section 2(e) and notice from the
Company that such Registration Statement and any post-effective amendments
thereto have become effective as contemplated by Section 2(c); (ii) comply with
the prospectus delivery requirements of the Securities Act as applicable to it
in connection with sales of Registrable Securities pursuant to the Registration
Statement; and (iii) furnish to the Company information regarding such Holder
and the distribution of such Registrable Securities as is required by law to be
disclosed in the Registration Statement, and the Company may exclude from such
registration the Registrable Securities of the Holder if it fails to furnish
such information within a reasonable time prior to the filing of each
Registration Statement, supplemented Prospectus and/or amended Registration
Statement.
(c) Upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 2(c)(i), 2(c)(ii) or
2(c)(iii), forthwith discontinue disposition of such Registrable Securities
under the Registration Statement until the Holder's receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement contemplated by
Section 2(g), or until it is advised in writing by the Company that the use of
the applicable Prospectus may be resumed, and, in either case, has received
copies of any additional or supplemental filings that are incorporated or deemed
to be incorporated by reference in such Prospectus or Registration Statement.
4. Registration Expenses
All reasonable fees and expenses incident to the performance
of or compliance with this Agreement (excluding underwriting, brokerage and
other selling commissions and discounts and any attorney's fees, costs or other
similar expenses incurred by the Holders) shall be borne by the Company whether
or not the Registration Statement is filed or becomes effective and whether or
not any Registrable Securities are sold pursuant to the Registration Statement.
5. Indemnification
(a) Indemnification by the Company. The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
the Purchaser, its permitted
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assignees, officers, directors, agents, brokers (including brokers who offer and
sell Registrable Securities as principal as a result of a pledge or any failure
to perform under a margin call of Common Stock), investment advisors and
employees, each Person who controls any such Purchaser or permitted assignee
(within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) and the officers, directors, agents and employees of each such
controlling Person, and the respective successors, assigns, estate and personal
representatives of each of the foregoing, to the fullest extent permitted by
applicable law, from and against any and all claims, losses, damages,
liabilities, penalties, judgments, costs (including, without limitation, costs
of investigation) and expenses (including, without limitation, reasonable
attorneys' fees and expenses) (collectively, "Losses"), arising out of or
relating to any untrue or alleged untrue statement of a material fact contained
in the Registration Statement, any Prospectus, as supplemented or amended, if
applicable, or arising out of or relating to any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in the light of the circumstances under which they were
made) not misleading, except (i) to the extent, but only to the extent, that
such untrue statements or omissions are based solely upon information regarding
the Holder furnished in writing to the Company by the Holder expressly for use
in the Registration Statement, such Prospectus or such form of Prospectus or in
any amendment or supplement thereto or (ii) as a result of the failure of the
Holder to deliver a Prospectus, as amended or supplemented, to a purchaser in
connection with an offer or sale. The Company shall notify the Holder promptly
of the institution, threat or assertion of any Proceeding of which the Company
is aware in connection with the transactions contemplated by this Agreement.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of an Indemnified Party (as defined in
Section 5(c) hereof) and shall survive the transfer of the Registrable
Securities by the Holder.
(b) Indemnification by Purchaser. The Purchaser and its
permitted assignees shall, severally and not jointly, indemnify and hold
harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling Persons, and the respective successors, assigns,
estate and personal representatives of each of the foregoing, to the fullest
extent permitted by applicable law, from and against all Losses, as incurred,
arising out of or relating to any untrue or alleged untrue statement of a
material fact contained in the Registration Statement, any Prospectus, as
supplemented or amended, if applicable, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in the light of the circumstances under
which they were made) not misleading, to the extent, but only to the extent,
that such untrue statement or omission is contained in or omitted from any
information so furnished in writing by the Holder to the Company specifically
for inclusion in the Registration Statement or such Prospectus and that such
information was reasonably relied upon by the Company for use in the
Registration Statement, such Prospectus or such form of prospectus or to the
extent that such information relates to the Holder or the Holder's proposed
method of distribution of Registrable Securities and was furnished in writing by
the Holder expressly for use in the Registration Statement, such Prospectus or
such form of Prospectus Supplement.
(c) Conduct of Indemnification Proceedings. If any Proceeding
shall be brought or asserted against any Person entitled to indemnity pursuant
to Section 5(a) or 5(b)
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hereunder (an "Indemnified Party"), such Indemnified Party promptly shall
notify the Person from whom indemnity is sought (the "Indemnifying Party) in
writing, and the Indemnifying Party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and
the payment of all fees and expenses incurred in connection with defense
thereof; provided, that the failure of any Indemnified Party to give such notice
shall not relieve the Indemnifying Party of its obligations or liabilities
pursuant to this Agreement, except (and only) to the extent that it shall be
finally determined by a court of competent jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have materially
and adversely prejudiced the Indemnifying Party.
An Indemnified Party shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; or (2) the Indemnifying Party shall have
failed promptly to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party, and such
Indemnified Party shall have been advised by counsel reasonably acceptable to
the Indemnifying Party that a conflict of interest is likely to exist if the
same counsel were to represent such Indemnified Party and the Indemnifying Party
(in which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of the
Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and such counsel shall be at the expense of the Indemnifying
Party). The Indemnifying Party shall not be liable for any settlement of any
such Proceeding effected without its written consent, which consent shall not be
unreasonably withheld. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, which consent shall not unreasonably be
withheld, effect any settlement of any pending Proceeding in respect of which
any Indemnified Party is a party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.
All reasonable fees and expenses of the Indemnified Party
(including reasonable fees and expenses to the extent incurred in connection
with investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as
incurred, within twenty (20) Business Days of written notice thereof to the
Indemnifying Party (regardless of whether it is ultimately determined that an
Indemnified Party is not entitled to indemnification hereunder; provided, that
the Indemnifying Party may require such Indemnified Party to undertake to
reimburse all such fees and expenses to the extent it is finally judicially
determined that such Indemnified Party is not entitled to indemnification
hereunder or pursuant to applicable law).
6. Miscellaneous.
(a) Governing Law; Consent to Jurisdiction. The parties agree
that this Agreement, and any disputes arising under this Agreement, will be
governed by and construed in accordance with the laws of the state of Delaware,
without giving effect to any conflict of laws principle to the contrary. The
parties agree that venue for any dispute arising under this Agreement will lie
exclusively in the state or federal courts located in King County, Washington,
and the parties irrevocably waive any right to raise forum non conveniens or any
other argument
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that Washington is not the proper venue. The parties irrevocably consent to
personal jurisdiction in the state and federal courts of the state of
Washington. The Company and each Purchaser consent to process being served in
any such suit, action or proceeding by mailing a copy thereof to such party at
the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing in this Section 6(a) shall affect or limit any right to serve
process in any other manner permitted by law.
(b) Entire Agreement; Amendments and Waivers. This Agreement
constitutes the entire agreement between the parties relating to this subject
matter contained herein and supersedes all prior or simultaneous
representations, discussions, negotiations, and agreements, whether written or
oral. This Agreement expressly supercedes the Company's registration obligations
under Section 4 of each of the Amendment Agreements entered into with the
Purchasers. No provision of this Agreement may be waived or amended other than
by a written instrument signed by the Company and the holders of at least a
majority in interest of the then-outstanding Registrable Securities held by
Purchasers. Any amendment or waiver effected in accordance with this Section
6(b) shall be binding upon each Holder (and their permitted assigns) and the
Company.
(c) Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earlier of (i) the date of
transmission, if such notice or communication is delivered via facsimile, (ii)
the Business Day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iii) actual receipt by the party to whom such
notice is required to be given:
(x) if to the Company:
SAFLINK Corporation
00000 XX 0/xx/ Xxxxxx, Xxxxx X-000
Xxxxxxxx, XX 00000
Tel. No.: (000) 000-0000
Fax No.: (000) 000-0000
Attn: President
with a copy to:
Xxxx Xxxx Xxxx & Freidenrich LLP
000 Xxxxx Xxx., Xxx. 0000
Xxxxxxx, XX 00000
Tel. No.: (000) 000-0000
Fax No.: (000) 000-0000
Attn: W. Xxxxxxx Xxxxxxxxx
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(y) if to any Purchaser:
At the address of such Purchaser set forth on Exhibit
A to this Agreement.
or to such other address or addresses or facsimile number or numbers as any such
party may most recently have designated in writing to the other parties hereto
by such notice.
(d) Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties and their successors and permitted
assigns and shall inure to the benefit of the Holder and its successors and
assigns.
(e) Assignment of Registration Rights. The rights of the
Holder hereunder, including the right to have the Company register for resale
Registrable Securities in accordance with the terms of this Agreement, shall be
assignable by each Holder to any transferee of the Holder of all or a portion of
the shares of Registrable Securities if: (i) the Holder agrees in writing with
the transferee or assignee to assign such rights, and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment, (ii)
the Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (a) the name and address of such transferee or
assignee, and (b) the securities with respect to which such registration rights
are being transferred or assigned, (iii) following such transfer or assignment
the further disposition of such securities by the transferee or assignees is
restricted under the Securities Act and applicable state securities laws, (iv)
at or before the time the Company receives the written notice contemplated by
clause (ii) of this Section, the transferee or assignee agrees in writing with
the Company to be bound by all of the provisions of this Agreement, and (v) such
transfer shall be for no less than 50% of the Registrable Securities. The rights
to assignment shall apply to the Holder (and to subsequent) successors and
assigns. In the event of an assignment pursuant to this Section 6(e), the
Purchaser shall pay all incremental costs and expenses incurred by the Company
in connection with filing a Registration Statement (or an amendment to the
Registration Statement) to register the shares of Registrable Securities
assigned to any assignee or transferee of the Purchaser.
(f) Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.
(g) Termination. This Agreement shall terminate on the
earliest of (i) the date on which all remaining Registrable Securities may be
sold pursuant to Rule 144(k) of the Securities Act; (ii) the date when all
Registrable Securities have been sold; or (iii) the third (3rd) anniversary of
the effective date of the Registration Statement.
(h) Severability. If any term, provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void or
unenforceable in any respect, the remainder of the terms, provisions, covenants
and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto
shall use
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their reasonable efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed
the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void
or unenforceable.
(i) Headings. The headings herein are for convenience only, do
not constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this
Registration Rights Agreement to be duly executed by their respective authorized
persons as of the date first indicated above.
SAFLINK CORPORATION
By:__________________________________
Name: Xxx X. Xxxxxx
Title: Chief Financial Officer
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COUNTERPART SIGNATURE PAGE
TO REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed by their respective authorized persons as
of the date first indicated above.
PURCHASER:
If you are an individual, please sign and print
your name to the right: ______________________________
Signature
______________________________
Printed Name
If you are signing on behalf of an entity, please
print the legal name of the entity and sign to
the right, indicating your title ______________________________
Signature
______________________________
Printed Name
______________________________
Title
______________________________
Entity Name
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