EXHIBIT 10.3
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and
entered into as of June 27, 2001, by and among PRA HOLDINGS, INC., a Delaware
corporation (the "Company"), GENSTAR CAPITAL PARTNERS III, L.P., a Delaware
limited partnership ("Genstar"), STARGEN III, L.P., a Delaware limited
partnership ("Stargen"), CAPITAL D'AMERIQUE CDPQ INC. ("CDPQ"), and such other
holders of the Company's equity securities as shall execute a counterpart
signature page to this Agreement from time to time.
This Agreement is made pursuant to that certain Securities Purchase
Agreement (the "Securities Purchase Agreement") dated as of June 26, 2001
pursuant to which Genstar and Stargen have agreed to acquire shares of Common
Stock from the Company and in connection with that certain Subscription
Agreement (the "Subscription Agreement") dated as of June 26, 2001 pursuant to
which CDPQ and certain investors have agreed to acquire shares of Common Stock
from the Company. In order to induce Genstar, Stargen and CDPQ to consummate the
transactions contemplated by the Securities Purchase Agreement and the
Subscription Agreement, the Company has agreed to provide the registration
rights set forth in this Agreement.
In consideration of the mutual covenants and agreements contained
herein, the parties hereto agree as follows:
1. Definitions
As used in this Agreement, the following capitalized terms shall
have the following meanings:
"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under common control with
such Person.
"Board" means the Board of Directors of the Company.
"Common Stock" means the Common Stock, par value $.01 per share, of
the Company.
"Demand-Notice" is defined in Section 3(a) hereof.
"Demand Registration" is defined in Section 3(a) hereof.
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
"Genstar Holders" means Genstar, Stargen and any Affiliate thereof
that holds Registrable Securities.
"Holder" means any party hereto (other than the Company) and any
holder of Registrable Securities who agrees in writing to be bound by the
provisions of this Agreement, including by executing and delivering a
counterpart signature page to this Agreement.
"NASD" means the National Association of Securities Dealers, Inc.
"Person" means an individual, partnership, limited liability
company, joint venture, corporation, trust or unincorporated organization, a
government or any department, agency or political subdivision thereof or other
entity.
"Piggyback Notice" is defined in Section 4(a) hereof.
"Piggyback Registration" means a registration pursuant to Section 4
hereof.
"Prospectus" means the prospectus included in any Registration
Statement, 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 such Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus.
"Public Offering" means the issuance and sale of shares of Common
Stock to the public pursuant to a registration statement under the Securities
Act which has been declared effective by the Securities and Exchange Commission
(other than a registration statement on Form S-8 or any other similar form).
"Qualified Public Offering" means a Public Offering (which may be
the initial Public Offering) having an aggregate offering value of at least
$25,000,000.
"Registrable Securities" means all shares of Common Stock and any
securities of the Company which may be issued or distributed with respect to, or
in exchange or substitution for, or conversion of, such Common Stock and such
other securities pursuant to a stock dividend, stock split or other
distribution, merger, consolidation, recapitalization or reclassification or
otherwise; provided, however, that any Registrable Securities shall cease to be
Registrable Securities when (i) a Registration Statement with respect to the
sale of such Registrable Securities has been declared effective under the
Securities Act and such Registrable Securities have been disposed of in
accordance with the plan of distribution set forth in such Registration
Statement, (ii) such Registrable Securities are distributed pursuant to Rule 144
(or any similar provision then in force) under the Securities Act or (iii) such
Registrable Securities shall have been otherwise transferred to a Person other
than a Holder and new certificates for them not required to bear a legend
restricting further transfer under the Securities Act shall have been delivered
by the Company; and provided, further, that any securities that have ceased to
be Registrable Securities cannot thereafter become Registrable Securities and
any security that is issued or distributed in respect of securities that have
ceased to be Registrable Securities is not a Registrable Security.
"Registration" means a Demand Registration or a Piggyback
Registration.
2
"Registration Expenses" is defined in Section 7 hereof.
"Registration Statement" means any registration statement of the
Company which covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such Registration Statement, including post-effective amendments,
all exhibits and all material incorporated by reference in such Registration
Statement.
"Requesting Holder" means either the Genstar Holders or CDPQ.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended from
time to time.
"Underwritten Registration" or "Underwritten Offering" means a sale
of securities of the Company to an underwriter for re-offering to the public.
2. Securities Subject to this Agreement
(a) Registrable Securities. The securities entitled to the benefits
of this Agreement are the Registrable Securities.
(b) Holders of Registrable Securities. A Person is deemed to be a
Holder of Registrable Securities whenever such Person owns Registrable
Securities or has the right to acquire such Registrable Securities, whether or
not such acquisition has actually been effected and disregarding any legal
restrictions upon the exercise of such right.
3. Demand Registration
(a) Right to Demand; Demand Notices. Subject to the provisions of
this Section 3, (i) at any time and from time to time commencing after the date
hereof, the Genstar Holders may make a written request to the Company for
registration under and in accordance with the Securities Act (which request may
require that such registration be underwritten) of all or part of the
Registrable Securities held by them (a "Demand Registration"), and (ii) six
months after a Qualified Public Offering of shares of Common Stock of the
Company, CDPQ may make up to one written request to the Company for a Demand
Registration; provided however that the aggregate value (at the date of the
request for Demand) of Registrable Securities held by CDPQ requested to be
registered shall have a reasonably anticipated aggregate offering price, net of
underwriting discounts and commissions, that exceeds the lesser of (x)
$5,000,000, or (y) an amount equal to 100% of the Registrable Securities held by
CDPQ on the date hereof. CDPQ shall have the option to make its one written
request for a Demand Registration either pursuant to this Section 3(a) or
pursuant to Section 3(h) hereof. Promptly upon receipt of any such request from
any Requesting Holder (but in no event more than 10 business days thereafter),
the Company will serve written notice (the "Demand Notice") of such registration
request to all Holders who did not make such written request, and, subject to
the terms of this Agreement, the Company will include in such Demand
Registration all Registrable Securities of any Holder with respect to which the
Company has received written requests for inclusion therein within 10
3
business days after the Demand Notice has been given to the applicable Holder.
All requests made pursuant to this Section 3 will specify the aggregate amount
of Registrable Securities to be registered and will also specify the intended
methods of disposition thereof.
(b) Company's Right to Defer Registration. If the Company is
requested to effect a Demand Registration and the Company furnishes to the
Holders requesting such Demand Registration a copy of a resolution of the Board
certified by the secretary of the Company stating that in a good faith
determination by the Board the Demand Registration would materially interfere
with any pending material financing, acquisition or corporate reorganization or
other material corporate development involving the Company or any of its
subsidiaries or would require premature disclosure thereof, the Company shall
have the right to defer such filing for a period of not more than 180 days after
receipt of the request for such registration from the Requesting Holder;
provided that, in such event, (i) the Company shall, upon the written request of
a Requesting Holder, furnish such copy of the Board's resolution to such
Requesting Holder no later than 10 business days after such written request, and
(ii) the Company may postpone a Demand Registration pursuant hereto only once in
any 365-day period. If the Company shall so postpone the filing of a Demand
Registration and if the Requesting Holder within 30 days after receipt of the
notice of postponement advises the Company in writing that the Requesting Holder
has determined to withdraw such request for registration, then such Demand
Registration shall be deemed to be withdrawn and such request shall be deemed
not to have been exercised for purposes of determining whether the Requesting
Holder included in such Demand Registration is required to pay its pro rata
portion of the Registration Expenses pursuant to Section 3(d) hereof.
(c) Registration Statement Form. Registrations under this Section 3
shall be on such appropriate registration form of the SEC (i) as shall be
selected by the Company and as shall be reasonably acceptable to the Requesting
Holder and (ii) as shall permit the disposition of such Registrable Securities
in accordance with the intended method or methods of disposition specified in
the Requesting Holder's request for such registration. If, in connection with
any registration under this Section 3 which is proposed by the Company to be on
Form S-3 or any successor form to such Form, the managing underwriter, if any,
shall advise the Company in writing that in its opinion the use of another
permitted form is of material importance to the success of the offering, then
such registration shall be on such other permitted form.
(d) Expenses. The Company will pay all Registration Expenses in
connection with the first six Demand Registrations of Registrable Securities
pursuant to this Section 3 upon the written request of the Genstar Holders. All
expenses for any subsequent Demand Registrations of Registrable Securities
pursuant to this Section 3 shall be paid pro rata by the Company and all other
Persons (including the Genstar Holders) participating in such Demand
Registration on the basis of the relative number of shares of Common Stock of
each such Person included in such registration. The Company will pay all
Registration Expenses in connection with one Demand Registration of Registrable
Securities pursuant to this Section 3 upon the written request of CDPQ.
(e) Effective Registration Statement. The Company shall be deemed to
have effected a Demand Registration if (i) the Registration Statement relating
to such Demand Registration is declared effective by the SEC; provided, however,
that no Demand Registration
4
shall be deemed to have been effected if (x) such registration, after it has
become effective, is interfered with by any stop order, injunction or other
order or requirement of the SEC or other governmental agency or court by reason
of an act or omission by the Company, or (y) the conditions to closing specified
in the purchase agreement or underwriting agreement entered into in connection
with such registration are not satisfied because of an act or omission by the
Company, or (ii) at any time after any Requesting Holder requests a Demand
Registration and prior to the effectiveness of the Registration Statement, the
preparation of such Registration Statement is discontinued or such Registration
Statement is withdrawn or abandoned at the request of such Requesting Holder,
unless the Requesting Holder has paid to the Company in full the Registration
Expenses in connection with such Registration Statement.
(f) Priority on Demand Registrations. Notwithstanding the foregoing,
if a Registration pursuant to this Section 3 involves an Underwritten Offering
and the managing underwriter or underwriters of such proposed Underwritten
Offering delivers an opinion to the Holders that the total or kind of securities
which such Holders and any other persons or entities intend to include in such
offering would be reasonably likely to adversely affect the price, timing or
distribution of the securities offered in such offering, then the Company shall
include in such Registration (i) first, to the extent of the amount of
securities that all Holders (including the Person initiating such Registration)
have requested to be included in such Registration, which, in the opinion of the
managing underwriter or underwriters, can be sold without such adverse effect
referred to above, such amount to be allocated pro rata among all such Holders
based upon the relative aggregate amount of gross proceeds to be received by
such Holders in the offering, and (ii) second, the securities of any other
Person, which, in the opinion of the managing underwriter or underwriters, can
be sold without such adverse effect referred to above.
(g) Selection of Underwriters. If any offering pursuant to a Demand
Registration involves an Underwritten Offering, the Holders of a majority of the
Registrable Securities included in such Demand Registration shall have the right
to select the managing underwriter or underwriters to administer the offering,
which managing underwriters shall be a firm of nationally recognized standing
and reasonably satisfactory to the Company.
(h) Form S-3 Registration Statement. In case the Company shall
receive from any Requesting Holder a written request or requests that the
Company effect a registration on Form S-3 or any successor form to such Form and
any related qualification or compliance with respect to all or a part of the
Registrable Securities held by such Requesting Holder, the Company will:
(i) promptly give written notice of the proposed registration,
and any related qualification or compliance, to all other Holders; and
(ii) as soon as practicable, effect such registration and all
such qualifications and compliances as may be so requested and as would permit
or facilitate the sale and distribution of all or such portion of such
Requesting Holder's Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any other
Holder or Holders joining in such request as are specified in a written request
given within 10 business days after receipt of such written notice from the
Company; provided, however, that
5
the Company shall not be obligated to effect any such registration,
qualification or compliance, pursuant to this Section 3(h): (A) if Form S-3 or
any successor form to such Form is not available for such offering; or (B) if
the Company shall furnish to the Holders requesting such registration no later
than 10 business days after such request a copy of a resolution of the Board
certified by the secretary of the Company stating that in a good faith
determination by the Board such registration statement would materially
interfere with any pending material financing, acquisition or corporate
reorganization or other material corporate development involving the Company or
any of its subsidiaries or would require premature disclosure thereof, in which
event the Company shall have the right to defer the filing of the Form S-3
registration statement for a period of not more than 180 days after receipt of
the request of the Requesting Holder under this Section 3(h).
(iii) The Company will pay all Registration Expenses in
connection with a registration under this Section 3(h). A registration effected
pursuant to this Section 3(h) shall be counted as a demand for registration
effected upon the request of CDPQ pursuant to Section 3(a) hereof.
(i) Other Registration Rights. Except as provided in this Agreement,
the Company shall not grant to any Persons the right to request the Company to
register any equity securities of the Company, or any securities convertible or
exchangeable into or exercisable for such securities, without the prior written
consent of the Requesting Holders holding a majority of the Registrable
Securities.
4. Piggyback Registrations.
(a) Participation. Subject to Sections 4(b) and 10 hereof, if at any
time after the date hereof the Company files a Registration Statement (other
than (x) a registration on Form S-4 or S-8 or any successor form to such Forms,
(y) any registration of securities as it relates to an offering and sale to
management of the Company pursuant to any employee stock plan or other employee
benefit plan arrangement or (z) subject to the proviso below, a registration
which is the Company's initial Public Offering of securities) with respect to an
offering that includes any shares of Common Stock, then the Company shall give
prompt notice (the "Piggyback Notice") to the Holders and the Holders shall be
entitled to include in such Registration Statement the Registrable Securities
held by them; provided that if such initial Public Offering is made pursuant to
a Demand Registration initiated by the Genstar Holders, then each other Holder
shall have the right to include in such Registration Statement the Registrable
Securities held by him, her or it in the same proportion as the Registrable
Securities of the Genstar Holders that are included in such Registration
Statement. The Piggyback Notice shall offer the Holders the opportunity to
register such number of shares of Registrable Securities as each Holder may
request and shall set forth (i) the anticipated filing date of such Registration
Statement and (ii) the number of shares of Common Stock that is proposed to be
included in such Registration Statement. Subject to Section 4(b), the Company
shall include in such Registration Statement such shares of Registrable
Securities for which it has received written requests to register such shares
within 15 days after the Piggyback Notice has been given.
6
(b) Underwriter's Cutback. Notwithstanding the foregoing, if a
Registration pursuant to this Section 4 involves an Underwritten Offering and
the managing underwriter or underwriters of such proposed Underwritten Offering
delivers an opinion to the Holders that the total or kind of securities which
such Holders and any other persons or entities intend to include in such
offering would be reasonably likely to adversely affect the price, timing or
distribution of the securities offered in such offering, then the Company shall
include in such Registration (i) first, 100% of the securities the Company, (ii)
second, to the extent of the amount of securities which all Holders have
requested to be included in such Registration, which, in the opinion of the
managing underwriter or underwriters, can be sold without such adverse effect
referred to above, such amount to be allocated pro rata among all such Holders
based upon the relative aggregate amount of gross proceeds to be received by
such Holders in the offering, and (iii) third, the securities of any other
Person, which, in the opinion of the managing underwriter or underwriters, can
be sold without such adverse effect referred to above.
(c) Expenses. The Company will pay all Registration Expenses in
connection with each registration of Registrable Securities requested pursuant
to this Section 4.
(d) Company Control. Other than with respect to a Demand Request
pursuant to Section 3 hereof, the Company may decline to file a Registration
Statement to be prepared and filed by the Company after giving the Piggyback
Notice, or withdraw such a Registration Statement after filing, but prior to the
effectiveness of the Registration Statement, provided that the Company shall
promptly notify each Holder in writing of any such action and provided further
that the Company shall bear all reasonable expenses incurred by such Holder or
otherwise in connection with such withdrawn Registration Statement.
(e) No Effect on Demand Registrations. No registration effected
under this Section 4 shall be deemed to have been effected pursuant to Section 3
hereof or shall relieve the Company of its obligation to effect any registration
upon request under Section 3 hereof.
5. Hold-Back and Other Agreements.
(a) Restrictions on Public Sale by Holder of Registrable Securities.
Each Holder whose Registrable Securities are covered by a Registration Statement
filed pursuant to Sections 3 and 4 hereof agrees, if requested by the managing
underwriters in an Underwritten Offering, not to sell, make any short sale of,
grant any option for the purchase of, or otherwise dispose of, securities of the
Company the same as or similar to those being registered, or any securities
convertible into or exchangeable or exercisable for such securities, in such
Registration Statement, including a sale pursuant to Rule 144 under the
Securities Act (except as part of such Underwritten Registration), during the
7-day period prior to, and during the 90-day period (or such longer period of up
to 180 days as may be required by such underwriter) beginning on, the effective
date of any Registration Statement in which such Holders are participating
(except as part of such Registration) or the commencement of the public
distribution of securities, to the extent timely notified in writing by the
Company or the managing underwriters.
(b) Restrictions on Public Sale by the Company and Others. The
Company agrees not to effect any public sale or distribution of any securities
the same as or similar to those
7
being registered by the Company, or any securities convertible into or
exchangeable or exercisable for such securities, during the 7-day period prior
to, and during the 90-day period (or such longer period of up to 180 days as may
be required by such underwriter) beginning with, the effective date of a
Registration Statement filed under Sections 3 and 4 hereof or the commencement
of the public distribution of securities to the extent timely notified in
writing by a Holder or the managing underwriters (except as part of such
registration, if permitted, or pursuant to registrations on Forms S-4 or S-8 or
any successor form to such Forms or any registration of securities for offering
and sale to management of the Company pursuant to any employee stock plan or
other employee benefit plan arrangement). The Company agrees to use reasonable
efforts to obtain from each Holder the same as or similar to those being
registered by the Company, or any securities convertible into or exchangeable or
exercisable for any of such securities, an agreement not to sell, make any short
sale of, grant any option for the purchase of, or otherwise dispose of such
securities (other than securities purchased in a Public Offering) during such
period, except as part of any such registration if permitted.
(c) No Inconsistent Agreements. The Company will not enter into any
agreement with respect to its securities which is inconsistent with, or which is
reasonably likely to impair, the rights granted to the Holders by this
Agreement.
6. Registration Procedures.
In connection with the Company's Registration obligations pursuant
to Sections 3 and 4 hereof, the Company will use its best efforts to effect such
Registration to permit the sale of such Registrable Securities in accordance
with the intended method or methods of distribution thereof, and pursuant
thereto the Company will as expeditiously as possible:
(a) prepare and file with the SEC a Registration Statement or
Registration Statements relating to the applicable Demand Registration or
Piggyback Registration including all exhibits and financial statements required
by the SEC to be filed therewith, and use its best efforts to cause such
Registration Statement to become effective; provided, that the Company will
furnish copies of any amendments or supplements in the form filed with respect
to any Piggyback Registration, simultaneously with the filing of such amendments
or supplements;
(b) prepare and file with the SEC such amendments and post-effective
amendments to the Registration Statement as may be necessary to keep the
Registration Statement effective for a period of not less than 180 days (or such
shorter period which will terminate when all Registrable Securities covered by
such Registration Statement have been sold or withdrawn), or, if such
Registration Statement relates to an Underwritten Offering, such longer period
as in the opinion of counsel for the underwriters a Prospectus is required by
law to be delivered in connection with sales of Registrable Securities by an
underwriter or dealer; cause the Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Securities Act; and comply with the provisions of the Securities Act,
the Exchange Act, and the rules and regulations promulgated thereunder with
respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended method or
methods of distribution by the sellers thereof set forth in such Registration
Statement or supplement to the Prospectus;
8
(c) notify the selling Holders and the managing underwriters, if
any, and (if requested) confirm such advice in writing, as soon as practicable
after notice thereof is received by the Company (i) when the Registration
Statement or any amendment thereto has been filed or becomes effective, the
Prospectus or any amendment or supplement to the Prospectus has been filed, and,
to furnish such selling Holders and managing underwriters with copies thereof,
(ii) of any request by the SEC for amendments or supplements to the Registration
Statement or the Prospectus or for additional information, (iii) of the issuance
by the SEC of any stop order suspending the effectiveness of the Registration
Statement or any order preventing or suspending the use of any preliminary
Prospectus or Prospectus or the initiation or threatening of any proceedings for
such purposes, (iv) if at any time the representations and warranties of the
Company contemplated by paragraph (m) below cease to be true and correct and (v)
of the receipt by the Company of any notification with respect to the suspension
of the qualification of the Registrable Securities for offering or sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose;
(d) promptly notify the selling Holders and the managing
underwriters, if any, at any time prior to nine months after the time of issue
of the Prospectus, when the Company becomes aware of the happening of any event
as a result of which the Prospectus included in such Registration Statement (as
then in effect) contains any untrue statement of a material fact or omits to
state a material fact necessary to make the statements therein (in the case of
the Prospectus and any preliminary Prospectus, in light of the circumstances
under which they were made) when such Prospectus was delivered not misleading
or, if for any other reason it shall be necessary during such time period to
amend or supplement the Prospectus in order to comply with the Securities Act
and, in either case as promptly as practicable thereafter, prepare and file with
the SEC, and furnish without charge to the selling Holders and the managing
underwriters, if any, a supplement or amendment to such Prospectus which will
correct such statement or omission or effect such compliance;
(e) make every reasonable effort to obtain the withdrawal of any
stop order or other order suspending the use of any preliminary Prospectus or
Prospectus or suspending any qualification of the Registrable Securities;
(f) if requested by the managing underwriter or underwriters or a
Holder of Registrable Securities being sold in connection with an Underwritten
Offering, promptly incorporate in a Prospectus supplement or post-effective
amendment such information as the managing underwriters and the Holders of a
majority of the Registrable Securities being sold agree should be included
therein relating to the plan of distribution with respect to such Registrable
Securities, including, without limitation, information with respect to the
number of Registrable Securities being sold to such underwriters, the purchase
price being paid therefor by such underwriters and with respect to any other
terms of the Underwritten (or best efforts underwritten) Offering of the
Registrable Securities to be sold in such offering; and make all required
filings of such Prospectus supplement or post-effective amendment as soon as
notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;
(g) furnish to each selling Holder and each managing underwriter,
without charge, as many conformed copies as they may reasonably request, of the
Registration Statement
9
and any post-effective amendment thereto, including financial statements and
schedules, all documents incorporated therein by reference and all exhibits
(including those incorporated by reference);
(h) deliver to each selling Holder and the underwriters, if any,
without charge, as many copies of the Prospectus (including each preliminary
Prospectus) and any amendment or supplement thereto as such Persons may
reasonably request (it being understood that the Company consents to the use of
the Prospectus or any amendment or supplement thereto by each of the selling
Holders and the underwriters, if any, in connection with the offering and sale
of the Registrable Securities covered by the Prospectus or any amendment or
supplement thereto) and such other documents as such selling Holder may
reasonably request in order to facilitate the disposition of the Registrable
Securities by such Holder;
(i) on or prior to the date on which the Registration Statement is
declared effective, use its best efforts to register or qualify, and cooperate
with the selling Holders, the managing underwriter or agent, if any, and their
respective counsel in connection with the registration or qualification of such
Registrable Securities for offer and sale under the securities or blue sky laws
of each state and other jurisdiction of the United States as any such seller,
underwriter or agent reasonably requests in writing and do any and all other
acts or things reasonably necessary or advisable to keep such registration or
qualification in effect for so long as such Registration Statement remains in
effect and so as to permit the continuance of sales and dealings therein for as
long as may be necessary to complete the distribution of the Registrable
Securities covered by the Registration Statement; provided that the Company will
not be required to qualify generally to do business in any jurisdiction where it
is not then so qualified or to take any action which would subject it to general
service of process in any such jurisdiction where it is not then so subject;
(j) cooperate with the selling Holders and the managing underwriter
or agent, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not required to
bear any restrictive legends; and enable such Registrable Securities to be in
such denominations and registered in such names as the managing underwriters may
request at least two business days prior to any sale of Registrable Securities
to the underwriters;
(k) use its best efforts to cause the Registrable Securities covered
by the applicable Registration Statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary to enable
the seller or sellers thereof or the underwriters, if any, to consummate the
disposition of such Registrable Securities;
(l) not later than the effective date of the applicable
Registration, provide a CUSIP number for all Registrable Securities and provide
the applicable trustee or transfer agent with printed certificates for the
Registrable Securities which are in a form eligible for deposit with The
Depository Trust Company;
10
(m) make such representations and warranties to the Holders of
Registrable Securities being registered, and the underwriters or agents, if any,
in form, substance and scope as are customarily made by issuers in primary
underwritten public offerings;
(n) enter into such customary agreements (including an underwriting
agreement) and take all such other actions as the majority of the Holders of any
Registrable Securities being sold or the managing underwriter or agent, if any,
reasonably request in order to expedite or facilitate the Registration and
disposition of such Registrable Securities;
(o) obtain for delivery to the Holders of Registrable Securities
being registered and to the underwriter or agent an opinion or opinions from
counsel for the Company, upon consummation of the sale of such Registrable
Securities to the underwriters (the "Closing Date") in customary form and in
form, substance and scope reasonably satisfactory to such Holders, underwriters
or agents and their counsel;
(p) obtain for delivery to the Company and the underwriter or agent,
with copies to the Holders, a cold comfort letter from the Company's independent
public accountants in customary form and covering such matters of the type
customarily covered by cold comfort letters as the managing underwriter or the
Holders of a majority of the Registrable Securities being sold reasonably
request, dated the effective date of the Registration Statement and brought down
to the Closing Date;
(q) cooperate with each seller of Registrable Securities and each
underwriter or agent participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the NASD;
(r) make available for inspection by a representative of the Holders
of a majority of the Registrable Securities, any underwriter participating in
any disposition pursuant to such Registration, and any attorney or accountant
retained by such Holders or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company's officers, directors and employees to supply all information reasonably
requested by any such representative, underwriter, attorney or accountant in
connection with such Registration; provided that any records, information or
documents that are designated by the Company as confidential shall be kept
confidential by such Persons unless disclosure of such records, information or
documents is required by law;
(s) use its best efforts to comply with all applicable rules and
regulations of the SEC and make generally available to its securityholders, as
soon as reasonably practicable (but not more than eighteen months) after the
effective date of the Registration Statement, an earnings statement satisfying
the provisions of Section 11(a) of the Securities Act and the rules and
regulations promulgated thereunder;
(t) as promptly as practicable after filing with the SEC of any
document which is incorporated by reference into the Registration Statement or
the Prospectus, provide copies of such document to counsel for the selling
Holders and to the managing underwriters, if any;
11
(u) provide and cause to be maintained a transfer agent and
registrar for all Registrable Securities covered by such Registration Statement
from and after a date not later than the effective date of such Registration
Statement; and
(v) use its best efforts to list (if such Registrable Securities are
not already listed) all Registrable Securities covered by such Registration
Statement on The New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market.
The Company may require each Holder of Registrable Securities as to
which any Registration is being effected to furnish to the Company such
information regarding the distribution of such securities and such other
information relating to such Holder and its ownership of Registrable Securities
as the Company may from time to time reasonably request in writing. Each Holder
agrees to furnish such information to the Company and to cooperate with the
Company as necessary to enable the Company to comply with the provisions of this
Agreement.
Each Holder agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 6(d) hereof, such
Holder will forthwith discontinue disposition of Registrable Securities pursuant
to such Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(d) hereof, or until
it is advised in writing by the Company that the use of the Prospectus may be
resumed, and has received copies of any additional or supplemental filings which
are incorporated by reference in the Prospectus, and, if so directed by the
Company, such Holder will deliver to the Company (at the Company's expense) all
copies, other than permanent file copies then in such Holder's possession, of
the Prospectus covering such Registrable Securities current at the time of
receipt of such notice.
7. Registration Expenses. All expenses incident to the Company's
performance of or compliance with this Agreement, including without limitation
(i) all registration and filing fees, and any other fees and expenses associated
with filings required to be made with any stock exchange, the SEC and the NASD
(including, if applicable, the fees and expenses of any "qualified independent
underwriter" and its counsel as may be required by the rules and regulations of
the NASD), (ii) all fees and expenses of compliance with state securities or
blue sky laws (including fees and disbursements of counsel for the underwriters
or selling Holders in connection with blue sky qualifications of the Registrable
Securities and determination of their eligibility for investment under the laws
of such jurisdictions as the managing underwriters or the majority of the
Holders of the Registrable Securities being sold may designate), (iii) all
printing and related messenger and delivery expenses (including expenses of
printing certificates for the Registrable Securities in a form eligible for
deposit with The Depository Trust Company and of printing prospectuses), (iv)
all fees and disbursements of counsel for the Company and of all independent
certified public accountants of the Company (including the expenses of any
special audit and "cold comfort" letters required by or incident to such
performance), (v) Securities Act liability insurance if the Company so desires
or the underwriters so require, (vi) all fees and expenses incurred in
connection with the listing of the Registrable Securities on any securities
exchange and all rating agency fees, (vii) all reasonable fees and disbursements
of one counsel selected by the Holders of the Registrable Securities being
registered to represent such Holders in
12
connection with such registration, (viii) all fees and disbursements of
underwriters customarily paid by the issuers or sellers of securities, excluding
underwriting discounts and commissions and transfer taxes, if any, and fees and
disbursements of counsel to underwriters (other than such fees and disbursements
incurred in connection with any registration or qualification of Registrable
Securities under the securities or blue sky laws of any state), and (viii) fees
and expenses of other Persons retained by the Company (all such expenses being
herein called "Registration Expenses"), will be borne by the Company, regardless
of whether the Registration Statement becomes effective (except as provided in
Section 3(e) hereof). The Company will, in any event, pay its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any audit and
the fees and expenses of any Person, including special experts, retained by the
Company.
8. Indemnification.
(a) Indemnification by Company. The Company agrees to indemnify and
hold harmless, to the full extent permitted by law, each Holder, its officers,
directors, partners, members, employees and agents and each Person who controls
such Holder (within the meaning of the Securities Act) against all losses,
claims, damages, liabilities and expenses caused by any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, Prospectus
or preliminary Prospectus or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same are caused by or contained in
any information furnished in writing to the Company by such Holder expressly for
use therein. The Company will also indemnify underwriters, selling brokers,
dealer managers and similar securities industry professionals participating in
the distribution, their officers and directors and each Person who controls such
Persons (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the Holders, if requested.
(b) Indemnification by Selling Holder of Underlying Securities. In
connection with each Registration, each selling Holder will furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any Registration Statement or Prospectus and
agrees to indemnify and hold harmless, to the full extent permitted by law, the
Company, its directors, officers, employees and agents and each Person who
controls the Company (within the meaning of the Securities Act) against any
losses, claims, damages or liabilities and expenses resulting from any untrue
statement of a material fact or any omission of a material fact required to be
stated in the Registration Statement or Prospectus or preliminary Prospectus or
necessary to make the statements therein not misleading, to the extent, but only
to the extent, that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by such selling Holder to the
Company specifically for inclusion in such Registration Statement or Prospectus
and has not been corrected in a subsequent writing prior to or concurrently with
the sale of the Registrable Securities to the Person asserting such loss, claim,
damage, liability or expense. In no event shall the liability of any selling
Holder hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation. The Company shall be entitled to receive
indemnities from underwriters, selling brokers, dealer managers and similar
securities industry professionals
13
participating in the distribution, to the same extent as provided above with
respect to information so furnished in writing by such Persons specifically for
inclusion in any Prospectus or Registration Statement.
(c) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder will (i) give prompt (but in any event within 30 days
after such Person has actual knowledge of the facts constituting the basis for
indemnification) written notice to the indemnifying party of any claim with
respect to which it seeks indemnification and (ii) permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party; provided, however, that any delay or failure to so
notify the indemnifying party shall relieve the indemnifying party of its
obligations hereunder only to the extent, if at all, that it is prejudiced by
reason of such delay or failure; provided, further however, that any Person
entitled to indemnification hereunder shall have the right to select and employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such Person unless (a)
the indemnifying party has agreed in writing to pay such fees or expenses, or
(b) the indemnifying party shall have failed to assume the defense of such claim
within a reasonable time after receipt of notice of such claim from the Person
entitled to indemnification hereunder and employ counsel reasonably satisfactory
to such Person or (c) in the reasonable judgment of any such Person, based upon
advice of its counsel, a conflict of interest may exist between such Person and
the indemnifying party with respect to such claims (in which case, if the Person
notifies the indemnifying party in writing that such Person elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of
such Person). If such defense is not assumed by the indemnifying party, the
indemnifying party will not be subject to any liability for any settlement made
without its consent (but such consent will not be unreasonably withheld),
provided that an indemnified party shall not be required to consent to any
settlement involving the imposition of equitable remedies or involving the
imposition of any material obligations on such indemnified party other than
financial obligations for which such indemnified party will be indemnified
hereunder. No indemnifying party will be required to consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation. Whenever
the indemnified party or the indemnifying party receives a firm offer to settle
a claim for which indemnification is sought hereunder, it shall promptly notify
the other of such offer. If the indemnifying party refuses to accept such offer
within 20 business days after receipt of such offer (or of notice thereof), such
claim shall continue to be contested and, if such claim is within the scope of
the indemnifying party's indemnity contained herein, the indemnified party shall
be indemnified pursuant to the terms hereof. If the indemnifying party notifies
the indemnified Party in writing that the indemnifying party desires to accept
such offer, but the indemnified party refuses to accept such offer within 20
business days after receipt of such notice, the indemnified party may continue
to contest such claim and, in such event, the total maximum liability of the
indemnifying party to indemnify or otherwise reimburse the indemnified party
hereunder with respect to such claim shall be limited to and shall not exceed
the amount of such offer, plus reasonable out-of-pocket costs and expenses
(including reasonable attorneys' fees and disbursements) to the date of notice
that the indemnifying party desires to accept such offer,
14
provided that this sentence shall not apply to any settlement of any claim
involving the imposition of equitable remedies or to any settlement imposing any
material obligations on such indemnified party other than financial obligations
for which such indemnified party will be indemnified hereunder. An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim
will not be obligated to pay the fees and expenses of more than one counsel for
all parties indemnified by such indemnifying party with respect to such claim in
any one jurisdiction, unless in the written opinion of counsel to the
indemnified party, reasonably satisfactory to the indemnifying party, use of one
counsel would be expected to give rise to a conflict of interest between such
indemnified party and any other of such indemnified parties with respect to such
claim, in which event the indemnifying party shall be obligated to pay the fees
and expenses of one such additional counsel.
(d) Other Indemnification. Indemnification similar to that specified
in this Section 8 (with appropriate modifications) shall be given by the Company
and each seller of Registrable Securities with respect to any required
registration or other qualification of securities under federal or state law or
regulation of governmental authority other than the Securities Act.
(e) Contribution. If for any reason the indemnification provided for
in the preceding clauses (a) and (b) is unavailable to an indemnified party or
insufficient to hold it harmless as contemplated by the preceding clauses (a)
and (b), then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect not only the relative
benefits received by the indemnified party and the indemnifying party, but also
the relative fault of the indemnified party and the indemnifying party, as well
as any other relevant equitable considerations, provided that no selling Holder
shall be required to contribute in an amount greater than the dollar amount of
the net proceeds received by such selling Holder with respect to the sale of any
securities. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
9. Rule 144. Following the Company's initial Public Offering and for so
long as the Company is subject to the reporting requirements under the Exchange
Act, the Company covenants that it will: (a) file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder, (b) take such further action as any
Holder may reasonably request in writing to the extent required from time to
time to enable the sale of Registrable Securities without registration under the
Securities Act within the limitation of the exemption provided by Rule 144 (or
any similar rule or rules then in effect) of the Securities Act, and (c) upon
the reasonable written request of any Holder, deliver to such Holder all
information regarding the Company required to be delivered in connection with
Rule 144 (or any similar rule or rules then in effect) of the Securities Act.
Notwithstanding anything contained in this Section 9, the Company may deregister
under Section 12 of the Exchange Act if it then is permitted to do so pursuant
to the Exchange Act and the rules and regulations thereunder.
10. Additional Parties. The Company may enter into various stockholders
and stock option agreements on or subsequent to the date hereof with certain
holders of the Company's
15
equity securities (the "Other Holders") and certain key employees of the Company
or one of its subsidiaries pursuant to which such employees will agree to
purchase and/or will receive options to purchase shares of Common Stock (the
"Management Holders" and together with the Other Holders, the "PRA Holders").
Such agreements may provide that (a) in the event the Company registers shares
of Common Stock held by the Holders, the PRA Holders have the right, subject to
certain conditions, to require the Company to register under the Securities Act
shares of Common Stock held by them, and (b) the PRA Holders will agree to be
bound by all of the terms, conditions and obligations of this Agreement. Each of
the parties hereto acknowledges the registration rights of the PRA Holders and
agrees that the Company's obligations under this Agreement, including, in
particular, its obligations under Section 4 hereof, coincide with its
obligations to the PRA Holders, with respect to registration rights. The parties
hereto agree that (x) each PRA Holder is a third-party beneficiary of this
Agreement (other than Section 3 hereof) to the extent such PRA Holder has the
right to require the Company to register under the Securities Act shares of
Common Stock held by such PRA Holder upon receiving notice of a Registration
requested by the Holders pursuant to Section 4 hereof, and (y) such PRA Holder
shall have no rights to request Registration under Section 3 hereof.
11. Participation in Underwritten Registrations. No Person may participate
in any Underwritten Registration hereunder unless such Person (a) agrees to sell
such Person's securities on the basis provided in any underwriting arrangements
approved by the Persons entitled to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements. Nothing in this Section 11 shall be construed to create any
additional rights regarding the Registration of Registrable Securities in any
Person otherwise than as set forth herein.
12. Representations and Warranties.
(a) Each Holder represents and warrants as to itself that (i) this
Agreement has been duly authorized, executed and delivered by such Holder and
constitutes the valid and binding obligation of such Holder, enforceable in
accordance with its terms subject to (A) the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, fraudulent transfer,
preferential transfer or distribution laws and other similar laws now or
hereafter in effect relating to or affecting the rights of creditors generally;
and (B) the effect of (x) general principles of equity, including without
limitation concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance or injunctive relief,
regardless of whether considered in a proceeding in equity or at law and (y) the
discretion of any court in which an action is brought, and (ii) such Holder has
not granted and is not a party to any registration rights or other agreement
which is inconsistent with, conflicts with or violates any provision of this
Agreement.
(b) The Company represents and warrants that this Agreement has been
duly authorized, executed and delivered by the Company and constitutes the valid
and binding obligation of the Company, enforceable in accordance with its terms
subject to (i) the effect of bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, fraudulent transfer, preferential transfer or
distribution laws and other similar laws now or hereafter in effect relating
16
to or affecting the rights of creditors generally; and (ii) the effect of (A)
general principles of equity, including without limitation concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether considered in a proceeding in equity or at law and (B) the discretion of
any court in which an action is brought.
13. Miscellaneous.
(a) Remedies. Remedies for breach by the Company of its obligations
to register the Registrable Securities shall be as set forth herein. Each
Holder, in addition to being entitled to exercise all rights provided herein or
granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.
(b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of the
Holders of a majority of the outstanding Registrable Securities; provided that
no amendment which would adversely affect any Holder relative to all of the
other Holders can be effected without the consent of such Holder.
(c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or air courier guaranteeing overnight
delivery:
if to a Genstar Holder, at the most current address given by such
Genstar Holder to the Company in accordance with the provisions of this Section
13(c), which address initially is, with respect to each Genstar Holder, to:
x/x Xxxxxxx Xxxxxxx, X.X.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxx-Xxxxxx X. Xxxxx
Telecopy No.: (000) 000-0000
with copies (which shall not constitute notice) to:
Xxxxxx & Xxxxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx
Telecopy No.: (000) 000-0000;
17
if to the Company, initially at the address set forth below and
thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 13(c):
PRA International, Inc.
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
XxXxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telecopy No.: (000) 000-0000;
if to CDPQ, at the most current address given by CDPQ to the Company
in accordance with the provisions of this Section 13(c), which address initially
is, with respect to CDPQ, to:
Capital D'Amerique CDPQ Inc.
2001 avenue XxXxxx Xxxxxxx
0xx Xxxxx
Xxxxxxxx, Xxxxxx X0X 0X0
Xxxxxx
Attention: Xxxxxxxx Xxxxxxxx
Telecopy No.: (000) 000-0000
with copies (which shall not constitute notice) to:
Xxxxxxxx & Xxxxx
Citigroup Center
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxx
Telecopy No.: (000) 000-0000
All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; four (4)
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when confirmation of fax transmission is
received, if by facsimile transmission; and on the next business day if timely
delivered to an air courier guaranteeing overnight delivery.
(d) Successors and Assigns. This Agreement including, without
limitation, all registration rights in connection with the ownership of all or a
portion of the Registrable Securities pursuant to Sections 3 and 4 hereof, shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties, including, without limitation, and without the need for an
express assignment, subsequent Holders of Registrable Securities.
(e) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed
18
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
(f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(g) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to the
principles of conflicts of laws.
(h) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
(i) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the securities issued pursuant to the Securities Purchase Agreement. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matters.
(j) Additional Rights. If the Company at any time grants to any
other holder of Common Stock any rights to request the Company to effect the
Registration of any shares of Common Stock, or any "piggyback" registration
rights with respect to shares of Common Stock, on terms that are more favorable
to such holders than the terms set forth herein, then the terms of this
Agreement shall be deemed amended or supplemented to the extent necessary to
provide the Holders such more favorable rights and benefits.
(k) Limited Liability of Partners and Members. Notwithstanding any
other provision of this Agreement, neither the general partner nor the limited
partners nor any future general or limited partner of any Holder, and no member,
partner or shareholder of any such general partner or limited partner, shall
have any personal liability for performance of any obligation of such Holder
under this Agreement in excess of the respective capital contribution of such
general partner and limited partners to such Holder.
(l) Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to Sections 3 and 4 hereof
may be assigned by any Holder to a permitted transferee, and by such transferee
to a subsequent permitted transferee, but only if such rights are transferred
(a) to an Affiliate, partner or member of such Holder or (b) in connection with
the permitted sale or other transfer of Registrable Securities having a market
value not less than $100,000. Any transferee to whom rights under this Agreement
are transferred shall, as a condition to such transfer (whether complete
assignment or a partial assignment), deliver to the Company an executed
counterpart of this Agreement pursuant to
19
which such transferee confirms its obligations pursuant to this Agreement, and
makes the representation, warranties and covenants of the transferor as set
forth herein.
[Remainder of Page Intentionally Left Blank]
20
IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above.
COMPANY: PRA HOLDINGS, INC.,
a Delaware corporation
By: /s/ XXXX-XXXXXX X. XXXXX
--------------------------------------
Name: Xxxx-Xxxxxx X. Xxxxx
---------------------------------
Its: President
---------------------------------
HOLDER: GENSTAR CAPITAL PARTNERS III, L.P.,
a Delaware limited partnership
By: Genstar Capital III, L.P.
Its: General Partner
By: Genstar III GP LLC
Its: General Partner
By: /s/ XXXX-XXXXXX X. XXXXX
--------------------------------------
Name: Xxxx-Xxxxxx X. Xxxxx
---------------------------------
Its: Managing Director
---------------------------------
HOLDER: STARGEN III, L.P.,
a Delaware limited partnership
By: Genstar Capital III, L.P.
Its: General Partner
By: Genstar III GP LLC
Its: General Partner
By: /s/ XXXX-XXXXXX X. XXXXX
--------------------------------------
Name: Xxxx-Xxxxxx X. Xxxxx
---------------------------------
Its: Managing Director
---------------------------------
HOLDER: CAPITAL D'AMERIQUE CDPQ INC.
By: /s/ XXXXXXXX XXXXXXXX By: /s/ XXXXXXX XXXXXXXX
------------------------ ---------------------
Name: Xxxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx
------------------- -------------------
Its: Vice President Its: Manager
------------------- -------------------
[Registration Rights Agreement signature page]
