EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated December
29, 1998, is between XXXXX ENTERPRISES, INCORPORATED, a Florida corporation
("Sykes"), STILCO INVESTMENTS LIMITED, an Ontario corporation, SLEMKO INVESTMENT
CORPORATION an Ontario corporation, and HAMBRO INSURANCE SERVICES GROUP PLC, an
English public limited company (each, a "Seller," and collectively, the
"Sellers") of Oracle Service Networks Corporation, an Ontario corporation (the
"Company").
WHEREAS, this Agreement is made in connection with acquisition by Sykes
of the Company via a reorganization of capital of the Company pursuant to a
Combination Agreement dated December 9, 1998 among Sykes, the Company, and the
Sellers (the "Combination Agreement");
WHEREAS, to induce the Sellers to enter into the Combination Agreement,
Sykes has agreed to provide the Sellers with the registration rights set forth
in this Agreement
NOW THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, agreements and conditions in this
Agreement, the parties agree as follows:
1. DEFINITIONS.
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(a) Closing: The consummation of the transactions contemplated by the
Combination Agreement.
(b) Common Stock: The common stock, par value $.01 per share, of Sykes.
(c) Date of Issuance: The Closing Date (as defined in the Combination
Agreement).
(d) Exchangeable Shares: has the meaning set forth in the Combina-
tion Agreement).
(e) Floor Price: The average closing price of the Common Stock for the
five trading days preceding the Closing Date.
(f) Holder: A Seller so long as such Seller owns any Registrable
Securities or any exchangeable Shares exchangeable for Registrable Securities
and any of such Seller's respective successors and assigns who acquire rights in
accordance with this Agreement with respect to Registrable Securities directly
or indirectly from such Seller, or from such other successor and assign.
(g) Registrable Securities: Two-thirds (2/3) of the shares constituting
the Subject Common Stock; provided, however, that specific shares of the Subject
Common Stock shall not be Registrable Securities if and to the extent that (i) a
Registration Statement with respect to such shares of Subject Common Stock shall
have been declared effective under the Securities Act and such shares of Subject
Common Stock shall have been disposed of in accordance with such Registration
Statement, (ii) such shares of Subject Common Stock shall have been distributed
to the public in accordance with Rule 144 (or any successor provision)
promulgated under the Securities Act and the purchaser thereof does not receive
"restricted securities" as defined in Rule 144, or (iii) such shares of Subject
Common Stock shall have been otherwise transferred in accordance with the
provisions of this Agreement and the Combination Agreement, and new certificates
for them not bearing a legend restricting further transfer shall have been
delivered by Sykes and subsequent public distribution of them shall not, in the
opinion of counsel for Sykes, require registration under the Securities Act.
(h) Registration Expenses: Any and all reasonable expenses actually
incurred incident to performance of or compliance with this Agreement (including
without limitation all registration and filing fees, all fees of any national
securities exchange or automated quotations system, all fees and expenses of
complying with securities or blue sky laws, all word processing, duplicating and
printing expenses, messenger and delivery expenses, fees and disbursements of
counsel to Sykes and of its independent public accountants) other than (i)
underwriting discounts and commissions and transfer taxes, and (ii) expenses of
counsel of the Holders incurred with respect to the registration of Registrable
Securities.
(i) Registration Statement: Any registration statement filed by Sykes
with the SEC which permits the registration for sale or other transfer of the
Registrable Securities (in whole or in part), including the prospectus included
therein, all amendments and any supplements to such Registration Statement,
including post-effective amendments, all exhibits and all material incorporated
by reference in such Registration Statement.
(j) SEC: The United States Securities and Exchange Commission.
(k) Securities Act: The Securities Act of 1933, as amended from time to
time, or any successor statute, and the rules and regulations of the SEC
thereunder, all as in effect at the time.
(l) Subject Common Stock: The shares of Common Stock issued or issuable
to the Sellers upon exchange of the Exchangeable Shares issued to the Sellers
pursuant to the Combination Agreement and any additional shares of Common Stock
or shares of any other security of Sykes issued in respect of such shares, by
way of stock splits, stock dividends, or otherwise.
2. REGISTRATION UNDER THE SECURITIES ACT.
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(a) REGISTRATION.
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(i) Filing of Registration Statement. Sykes will prepare and file
with the SEC a Registration Statement in form and scope sufficient to permit,
under the Securities Act and any other applicable United States law and
regulations, the Registrable Securities to be registered pursuant to a shelf
registration for sale from to time in the open market, privately negotiated
transactions or through one or more underwriters selected by Sykes in a firm
commitment public offering (the "Demand Registration Statement"). Sykes shall
use its best efforts to have the Demand Registration Statement declared
effective no later than May 15, 1999, and Sykes shall file with the SEC the
Demand Registration Statement by such date as is appropriate to achieve this
result; provided, however, that Sykes is not required to have the Demand
Registration Statement declared effective before May 15, 1999. In addition,
Sykes shall use its best efforts to (i) keep the Demand Registration Statement
continuously effective until the first anniversary of the Date of Issuance or,
if shorter, until such time as all the Registrable Securities covered by the
Demand Registration Statement have been sold pursuant thereto, (ii) prepare and
file with the SEC such amendments and supplements to the Registration Statement
and the prospectus used in connection with the Registration Statement as may be
necessary to comply with the provision of the Securities Act with respect to the
disposition of all Registrable Securities covered by the Demand Registration
Statement, and (iii) otherwise use its best efforts to comply with applicable
rules and regulations of the SEC in connection with the Demand Registration
Statement.
(ii) Number of Registrations. Sykes shall be obligated to effect a
Demand Registration pursuant to this Section 2(a) only once.
(iii) Registration Statement Form. Registrations under this Section
2(a) shall be on such appropriate registration form of the SEC as shall be
selected by Sykes and shall permit the disposition of Registrable Securities by
the Holders as contemplated by Section 2(a)(i).
(iv) Expenses. Sykes shall pay all Registration Expenses in
connection with the registration pursuant to this Section 2(a). The Holder or
Holders shall pay any underwriting discounts and commissions, any transfer
taxes, and any expenses of counsel of any Holder or Holders relating to the sale
or disposition of such Holder's Registrable Securities pursuant to such
Registration Statement.
(v) Effective Registration Statement. A Demand Registration will
not be deemed to have been effected unless it has been declared effective by the
SEC; provided, however that if a Demand Registration does not become effective
solely by reason of any act or omission on the part of the Holder or Holders
requesting such Demand Registration, such Demand Registration shall nevertheless
fulfill Sykes' obligations under this Section 2(a) to effect a Demand
Registration; provided further, however, that if, after it has been declared
effective, the offering of Registrable Securities pursuant to such registration
is interfered with by a stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such registration will be
deemed not to have become effective or to have been effected.
(vi) Registration Not Required. Notwithstanding the other
provisions of Section 2(a), Sykes shall not be required to effect a Demand
Registration under this Section 2(a) for Registrable Securities owned by any
Holder that did not, by delivering the requisite notice, exercise its right to
register such Registrable Securities in a Piggyback Registration when so offered
by Sykes under Section 2(b).
(b) PIGGYBACK REGISTRATIONS.
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(i) Right to Piggyback. Subject to Sections 2(c) and 2(d) hereof,
if at any time prior to the first anniversary of the Date of Issuance, Sykes
proposes to file a Registration Statement under the Securities Act with respect
to any offering that will close on or after May 15, 1999 (or, if earlier, on or
after the date that Sykes publishes the 30-day combined financial results of
Sykes and the Company), other than by the Holders, of securities of the same
class as the Registrable Securities for its own account or on behalf of any of
its security holders (other than (i) a registration on Form S-8 or S-4 or any
successor form, (ii) a registration relating to a transaction subject to Rule
145 under the Securities Act, or (iii) any registration of securities as it
relates to an offering and sale to management of Sykes pursuant to any employee
stock plan or other employee benefit plan arrangement) then, as soon as
practicable (but in no event less than twenty (20) days prior to the proposed
date of filing such Registration Statement), Sykes shall give written notice
(including the proposed offering price or range of offering prices, the type and
amount of securities proposed to be registered, proposed distribution
arrangements and the name of the managing underwriter) of such proposed filing
to the Holders, and such notice shall offer the Holders the opportunity to
register such number of Registrable Securities as the Holders may request (a
"Piggyback Registration"). Subject to Section 2(d) hereof, Sykes shall include
in such Registration Statement all Registrable Securities requested within
fifteen (15) days after the receipt of any such notice (which request shall
specify the Registrable Securities intended to be disposed of by the Holders to
be included in the registration for such offering pursuant to a Piggyback
Registration), provided, however, that if, at any time after giving written
notice of its intention to register securities of the same class as the
Registrable Securities and prior to the effective date of the Registration
Statement filed in connection with such registration, Sykes shall determine for
any reason not to register or to delay registration of the securities of the
same class as the Registrable Securities to be registered for sale by Sykes,
Sykes may, at its election, give written notice of such determination to the
Holder and, thereupon, (i) in the case of a determination not to register, shall
be relieved of its obligation to register any Registrable Securities in
connection with such registration (but not from its obligation to pay the
Registration Expenses in connection therewith), and (ii) in the case of a
determination to delay registering, shall be permitted to delay registering any
Registrable Securities.
(ii) Piggyback Expenses. Sykes shall pay all Registration Expenses
in connection with the registration pursuant to this Section 2(b). The Holder or
Holders shall pay any underwriting discounts and commissions, any transfer
taxes, and any expenses of counsel of any Holder or Holders relating to the sale
or disposition of such Holder's Registrable Securities pursuant to such
Registration Statement.
(c) UNDERWRITER'S CUTBACK. Notwithstanding Sections 2(a) and 2(b), if a
Demand or Piggyback Registration is an underwritten offering and the managing
underwriter or underwriters advise Sykes in writing that in their opinion the
number of securities requested to be included in such registration exceeds the
number which can be sold in such offering or would be reasonably likely to
adversely affect the price or distribution of the securities offered in such
offering or the timing thereof, then the securities to be included in such
registration shall be the amount of securities, adjusted on a pro rata basis,
that, in the opinion of such underwriter or underwriters, can be sold without an
adverse effect on the price, timing or distribution of the securities to be
included.
(d) REGISTRATION NOT REQUIRED. Notwithstanding Sections 2(a) and 2(b),
in the event the Holder or Holders request that any of the Registrable
Securities covered by this Agreement be sold in an underwritten offering or
otherwise request registration pursuant to this Agreement, Sykes shall not be
required to take the action required or contemplated herein to accommodate or
permit such underwritten offering or other registration of the shares subject to
the request if Sykes has provided to the requesting Holders an unqualified
opinion of counsel knowledgeable in Securities Act matters to the effect that
all of such Registrable Securities may immediately be sold by such Holders in a
brokers transaction under Rule 144 during any ninety (90) day period without
registration under the Securities Act and applicable state securities laws.
(e) SELECTION OF UNDERWRITER AND FLOOR PRICE. Notwithstanding anything
in this Agreement to the contrary, Sykes shall have the right, in its sole
discretion, to cause the Holders to sell their Registrable Securities in an
underwritten public offering (including a Piggyback Registration under Section
2(b)), provided that such offering closes before June 15, 1999. Holders shall
not sell Registrable Securities under the Demand Registration Statement until
June 15, 1999, provided that Sykes is diligently pursuing an underwritten public
offering relating to such Registrable Securities. If any of the Registrable
Securities are to be sold in an underwritten offering, Sykes shall have the sole
discretion to select the underwriter or underwriters. Sykes and the Holders will
take all reasonable steps to cooperate with the underwriter or underwriters so
selected to conduct the offering in a manner customary for such underwritten
offering, including without limitation entering into an underwriting agreement
with such underwriters, subject to the Floor Price and other provisions
described in this Section. In the event Registrable Securities are covered by a
Registration Statement filed pursuant to Section 2(a) or (b) hereof in an
underwritten offering, the Holders shall sell their Registrable Securities (in
the case of a Piggyback Registration, to the extent that they have requested to
have Registrable Securities included in such registration) in such underwritten
offering if the proceeds received per Registrable Security in the underwritten
offering (net of any discounts) is equal to or above the Floor Price.
Notwithstanding the foregoing, if the closing price of such underwritten
offering (net of any discounts) is less than the Floor Price, the Holders may,
but shall not be obligated to, sell their Registrable Securities in the
underwritten offering.
3. HOLD-BACK AGREEMENTS.
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(a) RESTRICTIONS ON PUBLIC SALE BY THE HOLDERS. In the event
Registrable Securities are covered by a Registration Statement filed pursuant to
Section 2 of this Agreement in an underwritten offering, if and to the extent
the underwriters of such offering shall request in writing, the Holders agree
not to effect any public sale or distribution of the class of securities
registered, including a sale pursuant to Rule 144 under the Securities Act,
except with the prior written consent of the managing underwriter, during the
period beginning on the effective date of such Registration Statement (except
pursuant to such Registration Statement) and ending on the earlier of the date
that Sykes agrees with the underwriter not to sell the class of securities
registered and the date 90 days after such effective date.
(b) RESTRICTIONS ON PUBLIC SECURITY SALE BY SYKES. In the event
Registrable Securities are covered by a Registration Statement filed pursuant to
Section 2 of this Agreement in an underwritten offering, if and to the extent
the underwriters of such offering shall request in writing, Sykes agrees not to
make any filing to register and agrees not to effect or offer to effect any
public sale or distribution of or purchase of the class of securities registered
(other than any such sale or distribution of such securities in connection with
any transaction subject to Rule 145 under the Securities Act or in connection
with offers and sales to employees under employee benefit plans), except with
the prior written consent of the managing underwriter, during the period
beginning on the effective date of such Registration Statement (except pursuant
to such Registration Statement) and ending on the earlier of the date that the
Holders who sell under such Registration Statement agree with the underwriter
not to sell the class of securities registered and the date 90 days after such
effective date.
4. REGISTRATION PROCEDURES. Sykes may require the Holders to use their best
efforts to furnish to Sykes such information regarding the distribution of the
Registrable Securities as Sykes may from time to time reasonably request in
writing. Sykes agrees to obtain customary services from its accountants in
connection with any offering required by Section 2 of this agreement. Sykes has
been informed by PricewaterhouseCoopers, LLP ("PWC") that isolated trades in
Sykes Common Stock by members of PWC has caused the SEC to review independence
standards governing PWC. As a result of such review or for any other reason,
Sykes may elect to use independent accountants other than PWC. Sykesfurther
agrees to (i) furnish Holders for whom shares are registered such number of
copies of the Registration Statement, a preliminary prospectus, a final
prospectus, a prospectus supplement, and amendments or supplements thereto, if
applicable, as such Holders may reasonably request; (ii) enter into customary
agreements, including an underwriting agreement (which shall include the
indemnification and contribution provisions under Section 5 or similar
provisions), and to make customary representations to any underwriters with
respect to the registration statement; (iii) make available to any underwriters
its offices and records as reasonably requested for the purpose of allowing the
underwriters to conduct a customary "due diligence" investigation; (iv)
cooperate with the underwriter or underwriters in making any filing or
submissions (including information filed therewith) required to be made with the
National Association of Securities Dealers, Inc., and (v) cause all Registrable
Securities that are registered as described herein to be listed or quoted on the
exchange or quotation system on which the Sykes Common Stock is at the time
listed or quoted. During periods in which a Registration Statement is effective
and during which the Holders must deliver a prospectus to comply with the
prospectus delivery requirements of the Securities Act, Sykes agrees (i) to
notify each Holder of the occurrence of an event which causes the prospectus or,
in the absence of a prospectus, the preliminary prospectus included in such
Registration Statement to contain any untrue statement of a material fact or to
omit to state a material fact necessary to make the statements therein not
misleading in light of the circumstances in which they were made, and (ii) upon
the occurrence of any such event, to supplement or amend such prospectus or
preliminary prospectus as soon as reasonably practicable so that such prospectus
or preliminary prospectus does not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein to make the
statements therein not misleading in light of the circumstances in which they
were made.
5. INDEMNIFICATION.
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(a) Sykes agrees to indemnify, to the extent permitted by law, each
Holder of Registrable Securities and (as applicable) its officers, directors,
partners, members, agents, and affiliates and each person or entity who controls
such Holder (within the meaning of the Securities Act) against all losses,
claims, damages, liabilities and expenses, joint or several, to which such
Seller or any such director, officer, partner, member, agent, affiliate or
controlling person may become subject under the Securities Act or otherwise,
including without limitation, the reasonable fees and expenses of legal counsel
(including those incurred in connection with any claim for indemnity hereunder),
insofar as such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise of or
are based upon any untrue or alleged untrue statement of material fact contained
in any Registration Statement, any preliminary prospectus, final prospectus or
supplemental prospectus contained therein, or any amendment or supplement
thereto, or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which the statements were made, not misleading, except
insofar as the same are caused by or contained in any information furnished in
writing to Sykes by such Holder or any of its officers, directors, partners,
members, agents, affiliates or controlling persons expressly for use therein or
by such Holder's failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto after Sykes has furnished
such Holder with a sufficient number of copies of the same. In connection with
an underwritten offering, Sykes will indemnify such underwriters, their officers
and directors and each person or entity who controls such underwriters (within
the meaning of the Securities Act) to the same extent as provided above with
respect to the indemnification of the Holders of Registrable Securities.
(b) In connection with any Registration Statement in which a Holder is
participating, each such Holder will furnish to Sykes in writing such
information and affidavits as Sykes reasonably requests for use in connection
with any such Registration Statement or prospectus and, to the extent permitted
by law, will indemnify Sykes, its officers, directors, partners, members,
agents, and affiliates and any entity who controls Sykes (within the meaning of
the Securities Act) against any losses, claims, damages, liabilities and
expenses, joint or several, to which Sykes or any director, officer, partner,
member, agent, affiliate or controlling person of Sykes may become subject under
the Securities Act or otherwise, including without limitation, the reasonable
fees and expenses of legal counsel (including those incurred in connection with
any claim for indemnity hereunder), insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise of or are based upon any untrue or alleged untrue
statement of material fact contained in any Registration Statement, any
preliminary prospectus, final prospectus or supplemental prospectus contained
therein, or any amendment or supplement thereto, or any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which the statements
were made, not misleading, but only to the extent that such untrue statement or
omission is contained in any information or affidavit so furnished in writing by
such Holder or its affiliate; provided that the obligation to indemnify will be
several, not joint and several, among such Holders and the liability of each
such Holder in the event that more than one Holder is liable will be in
proportion to and limited to the net amount received by such Holder from the
sale of Registrable Securities pursuant to such Registration Statement.
(c) Any person or entity entitled to indemnification hereunder will (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification; provided, however, that failure to give such
notice will not prejudice such person's or entity's right to indemnification
from the indemnifying party, except as to any losses suffered by such person or
entity which are attributable to such person's or entity's failure to promptly
give such notice to such indemnifying party and (ii) unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. The indemnifying party will not be
subject to any liability for any settlement made by the indemnified party
without its consent (but such consent will not be unreasonably withheld). 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, unless in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim.
(d) The indemnification provided for under this Agreement will remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director, partner, agent, member,
affiliate or controlling person or entity of such indemnified party and will
survive the transfer of securities and the termination of this Agreement. Sykes
also agrees to make such provisions as are reasonably requested by any
indemnified party for contribution to such party in the event Sykes
indemnification is unavailable or unenforceable for any reason.
6. REGULATION S OFFERING. The Sellers agree that none of the Registrable
Securities will be offered for sale pursuant to Regulation S (as promulgated by
the SEC) without the prior written consent of Sykes.
7. MISCELLANEOUS.
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(a) NO INCONSISTENT AGREEMENTS. Sykes has not entered into and will not
on or after the date of this Agreement enter into any agreement with respect to
the Common Stock which is inconsistent with the rights granted in this Agreement
to the Sellers or which otherwise conflicts with the provisions hereof.
(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 (i) Sykes has obtained the written consent of the Holders to such
amendment, modification, or supplement or (ii) Sykes has obtained from each
Holder a waiver or consent to such departure.
(c) NOTICES. All notices, requests, demands and other communications
(collectively, "Notices") that are required or may be given under this Agreement
shall be in writing. All Notices shall be deemed to have been duly given or
made: if by hand, immediately upon delivery; if by telecopier or similar device,
immediately upon sending, provided notice is sent on a business day during the
hours of 9:00 a.m. and 6:00 p.m. at the location of the party receiving the
Notice, but if not, then immediately upon the beginning of the first business
day after being sent; if by FedEx, Express Mail or any other reputable overnight
delivery service, three business days after being placed in the exclusive
custody and control of said courier; and if mailed by certified mail, return
receipt requested, ten business days after mailing. Notwithstanding the
foregoing, with respect to any Notice given or made by telecopier or similar
device, such Notice shall not be effective unless and until (i) the telecopier
or similar advice being used prints a written confirmation of the successful
completion of such communication by the party sending the Notice, and (ii) a
copy of such Notice is deposited in first class mail to the appropriate address
for the party to whom the Notice is sent. In addition, notwithstanding the
foregoing, a Notice of a change of address by a party hereto shall not be
effective until received by the party to whom such Notice of a change of address
is sent. All Notices are to be given or made to the parties at the following
addresses (or to such other address as either party may designate by Notice in
accordance with the provisions of this Section):
(i) if to the Holders, at the address set forth in the
Combination Agreement, or at the most current address given by the Holders to
Sykes by means of a notice given in accordance with the provisions of this
Section 7(c)
(ii) if to Sykes, at the address set forth in the Combination
Agreement, or at the most current address given by Sykes to the Sellers by means
of a notice given in accordance with the provisions of this Section 7(c).
(d) 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 shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(e) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(f) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Florida.
(g) 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.
(h) SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto will bind and inure to
the benefit of the respective permitted successors and assigns of the parties
hereto whether so expressed or not. In addition, whether or not any express
assignment has been made, the provisions of this Agreement which are for the
benefit of purchasers or other permitted Holders are also for the benefit of,
and enforceable by, any subsequent permitted Holder. The registration rights of
the Holders under this Agreement may be transferred to any transferee who
lawfully acquires (including without limitation in compliance with the transfer
restrictions contained in the Combination Agreement) at least 15,000 shares of
the Registrable Securities or Exchangeable Shares exchangeable for 15,000
Registrable Securities; provided, however, that Sykes is given written notice by
the Holder at the time of such transfer stating the name and address of the
transferee and identifying the securities with respect to which the rights under
this Agreement are being assigned; and provided further, that such transferee
executes an agreement in writing agreeing to be bound by the provisions of this
Agreement.
[signatures begin on next page]
IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date written above.
XXXXX ENTERPRISES, INCORPORATED
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx
Senior Vice President - Finance,
Treasurer and Chief Financial
Officer
SELLERS:
STILCO INVESTMENTS LIMITED
By: /s/
---------------------------------
Name:
Title:
SLEMKO INVESTMENT CORPORATION
By: /s/
---------------------------------
Name:
Title:
HAMBRO INSURANCE SERVICES GROUP PLC
By: /s/
Name:
Title:
