REGISTRATION RIGHTS AGREEMENT
This
Registration Rights Agreement (this “Agreement”)
is
made and entered into as of September 29, 2008, by and among Micromet, Inc.,
a
Delaware corporation (the “Company”),
and
the several purchasers signatory hereto (each a “Purchaser”
and
collectively, the “Purchasers”).
This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of
the
date hereof between the Company and each Purchaser (the “Purchase
Agreement”).
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration, the receipt and adequacy of
which
are hereby acknowledged, the Company and each of the Purchasers agree as
follows:
1. Definitions.
Capitalized terms used and not otherwise defined herein that are defined in
the
Purchase Agreement shall have the meanings given such terms in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:
“Advice”
shall
have the meaning set forth in Section 6(d).
“Affiliate”
means,
with respect to any person, any other person which directly or indirectly
controls, is controlled by, or is under common control with, such
person.
“Agreement”
shall
have the meaning set forth in the Preamble.
“Business
Day”
means
a
day, other than a Saturday or Sunday, on which banks in New York City are open
for the general transaction of business.
“Closing”
has
the
meaning set forth in the Purchase Agreement.
“Closing
Date”
has
the
meaning set forth in the Purchase Agreement.
“Commission”
means
the Securities and Exchange Commission.
“Common
Stock”
means
the common stock of the Company, par value $0.00004 per share, and any
securities into which such common stock may hereinafter be reclassified.
“Company”
shall
have the meaning set forth in the Preamble.
“Effective
Date”
means
the date that the Registration Statement filed pursuant to Section 2(a) is
first
declared effective by the Commission.
“Effectiveness
Deadline”
means,
with respect to the Initial Registration Statement or the New Registration
Statement, the 90th
calendar
day following the Closing Date (or, in the event the Commission reviews and
has
written comments to the Initial Registration Statement or the New Registration
Statement, the 120th
calendar
day following the Closing Date); provided,
however,
that if
the Company is notified by the Commission that the Initial Registration
Statement or the New Registration Statement will not be reviewed or is no longer
subject to further review and comments, the Effectiveness Deadline as to such
Registration Statement shall be the tenth (10th)
Trading
Day following the date on which the Company is so notified if such date precedes
the dates otherwise required above; provided,
further,
that if
the Effectiveness Deadline falls on a Saturday, Sunday or other day that the
Commission is closed for business, the Effectiveness Deadline shall be extended
to the next Business Day on which the Commission is open for business.
“Effectiveness
Period”
shall
have the meaning set forth in Section 2(b).
“Event”
shall
have the meaning set forth in Section 2(c).
“Event
Date”
shall
have the meaning set forth in Section 2(c).
“Exchange
Act”
means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
“Filing
Deadline”
means,
with respect to the Initial Registration Statement required to be filed pursuant
to Section 2(a), the 30th
calendar
day following the Closing Date, provided,
however,
that if
the Filing Deadline falls on a Saturday, Sunday or other day that the Commission
is closed for business, the Filing Deadline shall be extended to the next
business day on which the Commission is open for business.
“Holder”
or
“Holders”
means
the holder or holders, as the case may be, from time to time of Registrable
Securities.
“Indemnified
Party”
shall
have the meaning set forth in Section 5(c).
“Indemnifying
Party”
shall
have the meaning set forth in Section 5(c).
“Initial
Registration Statement”
means
the initial Registration Statement filed pursuant to Section 2(a) of this
Agreement.
“Liquidated
Damages”
shall
have the meaning set forth in Section 2(c).
“Losses”
shall
have the meaning set forth in Section 5(a).
“New
Registration Statement”
shall
have the meaning set forth in Section 2(a).
“Person”
means
an individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.
“Placement
Agents”
means
Xxxxx Xxxxxxx & Co. and RBC Capital Markets and any permitted
assigns.
“Principal
Market”
means
the Trading Market on which the Common Stock is primarily listed on and quoted
for trading, which, as of the Closing Date, shall be the Nasdaq Global
Market.
“Proceeding”
means
an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.
“Prospectus”
means
the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a
prospectus filed as part of an effective registration statement in reliance
upon
Rule 430A promulgated under the Securities Act), as amended or supplemented
by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Registration Statement,
and
all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.
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“Purchase
Agreement”
shall
have the meaning set forth in the Recitals.
“Purchaser”
or
“Purchasers”
shall
have the meaning set forth in the Preamble.
“Registrable
Securities”
means
all of (i) the Shares, (ii) the Warrant Shares and (iii) any securities issued
or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing,
provided,
that
the Holder has completed and delivered to the Company a Selling Stockholder
Questionnaire; and provided,
further,
that
with respect to a particular Holder, such Holder’s Shares and Warrant Shares
shall cease to be Registrable Securities upon the earliest to occur of the
following: (A) a sale pursuant to a Registration Statement or Rule 144 under
the
Securities Act (in which case, only such security sold by the Holder shall
cease
to be a Registrable Security); or (B) becoming eligible for resale by the Holder
under Rule 144 without the requirement for the Company to be in compliance
with
the current public information required thereunder and without volume or
manner-of-sale restrictions, pursuant to a written opinion letter to such
effect, addressed, delivered and acceptable to the Transfer Agent.
“Registration
Statements”
means
any one or more registration statements of the Company filed under the
Securities Act that covers the resale of any of the Registrable Securities
pursuant to the provisions of this Agreement (including without limitation
the
Initial Registration Statement, the New Registration Statement and any Remainder
Registration Statements), amendments and supplements to such Registration
Statements, including post-effective amendments, all exhibits and all material
incorporated by reference or deemed to be incorporated by reference in such
Registration Statements.
“Remainder
Registration Statement”
shall
have the meaning set forth in Section 2(a).
“Rule
144”
means
Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such
Rule.
“Rule
415”
means
Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such
Rule.
“Rule
424”
means
Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such
Rule.
"SEC
Guidance"
means
(i) any publicly-available written or oral guidance, comments, requirements
or
requests of the Commission staff and (ii) the Securities Act.
“Securities
Act”
means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
“Selling
Stockholder Questionnaire”
means
a
questionnaire in the form attached as Annex
B
hereto,
or such other form of questionnaire as may reasonably be adopted by the Company
from time to time.
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“Shares”
means
the shares of Common Stock issued or issuable to the Purchasers pursuant to
the
Purchase Agreement.
“Special
Registration Statement”
means
a
Registration Statement relating to any employee benefit plan under Form S-8
or
similar form or with respect to any corporate reorganization or other
transaction under Rule 145 of the Securities Act.
“Trading
Day”
means
(i) a day on which the Common Stock is listed or quoted and traded on its
Principal Market (other than the OTC Bulletin Board), or (ii) if the Common
Stock is not listed on a Trading Market (other than the OTC Bulletin Board),
a
day on which the Common Stock is traded in the over-the-counter market, as
reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted
on any Trading Market, a day on which the Common Stock is quoted in the
over-the-counter market as reported in the “pink sheets” by Pink Sheets LLC (or
any similar organization or agency succeeding to its functions of reporting
prices); provided,
that in
the event that the Common Stock is not listed or quoted as set forth in (i),
(ii) and (iii) hereof, then Trading Day shall mean a Business Day.
“Trading
Market”
means
whichever of the New York Stock Exchange, the American Stock Exchange, the
NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market
or OTC Bulletin Board on which the Common Stock is listed or quoted for trading
on the date in question.
“Warrants”
means
the Warrants issued pursuant to the Purchase Agreement.
“Warrant
Shares”
means
the shares of Common Stock issued or issuable upon exercise of the
Warrants.
2. Registration.
(a) On
or
prior to the Filing Deadline, the Company shall prepare and file with the
Commission a Registration Statement covering the resale of all of the
Registrable Securities not already covered by an existing and effective
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415 or, if Rule 415 is not available for offers and sales of the
Registrable Securities, by such other means of distribution of Registrable
Securities as the Holders may reasonably specify (the “Initial
Registration Statement”).
The
Initial Registration Statement shall be on Form S-3 (except if the Company
is
then ineligible to register for resale the Registrable Securities on Form S-3,
in which case such registration shall be on such other form available to
register for resale the Registrable Securities as a secondary offering) subject
to the provisions of Section 2(e) and shall contain (except if otherwise
required pursuant to written comments received from the Commission upon a review
of such Registration Statement) the “Plan of Distribution” section attached
hereto as Annex
A
(which
may be modified to respond to comments, if any, provided by the Commission).
Notwithstanding the registration obligations set forth in this Section
2,
in the
event the Commission informs the Company that all of the Registrable Securities
cannot, as a result of the application of Rule 415, be registered for resale
as
a secondary offering on a single registration statement, the Company agrees
to
promptly (i) inform each of the holders thereof and use its commercially
reasonable efforts to file amendments to the Initial Registration Statement
as
required by the Commission and/or (ii) withdraw the Initial Registration
Statement and file a new registration statement (a “New
Registration Statement”),
in
either case covering the maximum number of Registrable Securities permitted
to
be registered by the Commission, on Form S-3 or such other form available to
register for resale the Registrable Securities as a secondary offering;
provided,
however,
that
prior to filing such amendment or New Registration Statement, the Company shall
be obligated to use its commercially reasonable efforts to advocate with the
Commission for the registration of all of the Registrable Securities in
accordance with the SEC Guidance, including without limitation, the Manual
of
Publicly Available Telephone Interpretations D.29. Notwithstanding any other
provision of this Agreement and subject to the payment of liquidated damages
in
Section 2(c), if any SEC Guidance sets forth a limitation of the number of
Registrable Securities permitted to be registered on a particular Registration
Statement as a secondary offering (and notwithstanding that the Company used
diligent efforts to advocate with the Commission for the registration of all
or
a greater number of Registrable Securities), unless otherwise directed in
writing by a Holder as to its Registrable Securities, the number of Registrable
Securities to be registered on such Registration Statement will first be reduced
by Registrable Securities not acquired pursuant to the Purchase Agreement
(whether pursuant to registration rights or otherwise), second by Registrable
Securities represented by holders of Warrant Shares (applied, in the case that
some Warrant Shares may be registered, to the Holders on a pro rata basis based
on the total number of unregistered Warrant Shares held by such Holders) and
third by Registrable Securities represented by Shares (applied, in the case
that
some Shares may be registered, to the Holders on a pro rata basis based on
the
total number of unregistered Shares held by such Holders, subject to a
determination by the Commission that certain Holders must be reduced first
based
on the number of Shares held by such Holders). In the event the Company amends
the Initial Registration Statement or files a New Registration Statement, as
the
case may be, under clauses (i) or (ii) above, the Company will use its
commercially reasonable efforts to file with the Commission, as promptly as
allowed by Commission or SEC Guidance provided to the Company or to registrants
of securities in general, one or more registration statements on Form S-3 or
such other form available to register for resale those Registrable Securities
that were not registered for resale on the Initial Registration Statement,
as
amended, or the New Registration Statement (the “Remainder
Registration Statements”).
4
(b) The
Company shall use its commercially reasonable efforts to cause each Registration
Statement to be declared effective by the Commission as soon as practicable
and,
with respect to the Initial Registration Statement or the New Registration
Statement, as applicable, no later than the Effectiveness Deadline (including
filing with the Commission a request for acceleration of effectiveness in
accordance with Rule 461 promulgated under the Securities Act within five (5)
Business Days after the date that the Company is notified (orally or in writing,
whichever is earlier) by the Commission that such Registration Statement will
not be “reviewed,” or not be subject to further review and the effectiveness of
such Registration Statement may be accelerated), and shall use its commercially
reasonable efforts to keep each Registration Statement continuously effective
under the Securities Act until the earlier of (i) such time as all of the
Registrable Securities covered by such Registration Statement have been publicly
sold by the Holders or (ii) the date that is two (2) years following the Closing
Date (the “Effectiveness
Period”).
The
Company shall telephonically request effectiveness of a Registration Statement
as of 5:00 p.m. New York City time on a Trading Day. The Company shall promptly
notify the Holders via facsimile or electronic mail of the effectiveness of
a
Registration Statement on or before the second Trading Day after the date that
the Company telephonically confirms effectiveness with the Commission, which
date of confirmation shall initially be the date requested for effectiveness
of
such Registration Statement. The Company shall, by 9:30 a.m. New York City
Time
on the second Trading Day after the Effective Date, file a final Prospectus
with
the Commission, as required by Rule 424(b). Failure to so notify the Holders
on
or before the second Trading Day after such notification or effectiveness or
failure to file a final Prospectus as aforesaid shall be deemed an Event under
Section 2(c).
5
(c)
If: (i)
the Initial Registration Statement is not filed with the Commission on or prior
to the Filing Deadline, (ii) the Initial Registration Statement or the New
Registration Statement, as applicable, is not declared effective by the
Commission (or otherwise does not become effective) for any reason on or prior
to the Effectiveness Deadline or (iii) after its Effective Date, (A) such
Registration Statement ceases for any reason (including without limitation
by
reason of a stop order, or the Company’s failure to update the Registration
Statement), to remain continuously effective as to all Registrable Securities
included in such Registration Statement or (B) the Holders are not permitted
to
utilize the Prospectus therein to resell such Registrable Securities for any
reason for more than an aggregate of 20 consecutive calendar days or 40 calendar
days (which need not be consecutive days) during any 12-month period (other
than
as a result of a breach of this Agreement by a Holder or a Holder’s failure to
return a Selling Stockholder Questionnaire within the time period provided
by
Section 2(d) hereof), or (iv) the Company fails to satisfy the current public
information requirement pursuant to Rule 144(c)(1) as a result of which the
Holders who are not affiliates are unable to sell Registrable Securities without
restriction under Rule 144 (or any successor thereto), (any such failure or
breach in clauses (i) through (iv) above being referred to as an “Event,” and,
for purposes of clauses (i), (ii) or (iv), the date on which such Event occurs,
or for purposes of clause (iii), the date on which such 20 or 40 calendar day
period is exceeded, being referred to as an “Event
Date”),
then
in lieu of any other rights the Holders may have hereunder or under applicable
law: (x) within five (5) Business Days after any such Event Date, the Company
shall pay to each Holder an amount in cash, as liquidated damages and not as
a
penalty, equal to 1.0% of the aggregate purchase price paid by such Holder
pursuant to the Purchase Agreement for any Registrable Securities held by such
Holder on the Event Date (which remedy shall be exclusive of any other remedies
available under this Agreement or under applicable law); and (y) on each monthly
anniversary of each such Event Date (if the applicable Event shall not have
been
cured by such date) until the earlier of (1) the applicable Event is cured
or (2) the Registrable Securities are eligible for resale pursuant to
Rule 144 without manner of sale or volume restrictions, the Company shall
pay to each Holder an amount in cash, as liquidated damages and not as a
penalty, equal to 1.0% of the aggregate purchase price paid by such Holder
pursuant to the Purchase Agreement for any unregistered Registrable Securities
then held by such Holder (which remedy shall be exclusive of any other remedies
available under this Agreement or under applicable law). The amounts payable
pursuant to the foregoing clauses (x) and (y) are referred to collectively
as
“Liquidated
Damages.”
The
parties agree that (1) the Company will not be liable for Liquidated Damages
under this Agreement with respect to any Warrants or Warrant Shares (prior
to
their issuance), (2) notwithstanding anything to the contrary herein or in
the
Purchase Agreement, no Liquidated Damages shall be payable with respect to
any
period after the expiration of the Effectiveness Period (except in respect
of an
Event described in Section 2(c)(iv) herein) (it being understood that this
sentence shall not relieve the Company of any Liquidated Damages accruing prior
to the Effectiveness Deadline), and in no event shall the aggregate amount
of
Liquidated Damages (excluding Liquidated Damages payable in respect of an Event
described in Section 2(c)(iv) herein) payable to a Holder exceed, in the
aggregate, six percent (6%) of the aggregate purchase price paid by such Holder
pursuant to the Purchase Agreement (12% if the only Event is clause (iv)) and
(3) in no event shall the Company be liable in any 30-day period for Liquidated
Damages under this Agreement in excess of 1.0% of the aggregate purchase price
paid by the Holders pursuant to the Purchase Agreement. If the Company fails
to
pay any Liquidated Damages pursuant to this Section in full within five (5)
Business Days after the date payable, the Company will pay interest thereon
at a
rate of 1.5% per month (or such lesser maximum amount that is permitted to
be
paid by applicable law) to the Holder, accruing daily from the date such
Liquidated Damages are due until such amounts, plus all such interest thereon,
are paid in full. The Liquidated Damages pursuant to the terms hereof shall
apply on a daily pro-rata basis for any portion of a month prior to the cure of
an Event, except in the case of the first Event Date. In the event that the
Company registers some but not all of the Registrable Securities, the 1.0%
of
Liquidated Damages referred to above for any monthly period shall be reduced
to
equal the percentage determined by multiplying 1.0% by a fraction, the numerator
of which shall be the number of Registrable Securities for which there is not
an
effective Registration Statement at such time and the denominator of which
shall
be the number of Registrable Securities at such time. The Company shall not
be
liable for liquidated damages under this Agreement as to any Registrable
Securities which are not permitted by the Commission to be included in a
Registration Statement due solely to SEC Guidance from the time that it is
determined that such Registrable Securities are not permitted to be registered
until such time as the provisions of this Agreement as to the Remainder
Registration Statements required to be filed hereunder are triggered, in which
case the provisions of this Section 2(c) shall once again apply, if applicable.
In such case, the liquidated damages shall be calculated to only apply to the
percentage of Registrable Securities which are permitted in accordance with
SEC
Guidance to be included in such Registration Statement. The
Effectiveness Deadline for a Registration Statement shall be extended without
default or Liquidated Damages hereunder in the event that the Company’s failure
to obtain the effectiveness of the Registration Statement on a timely basis
results from the failure of a Purchaser to timely provide the Company with
information requested by the Company and necessary to complete the Registration
Statement in accordance with the requirements of the Securities Act (in which
the Effectiveness Deadline would be extended with respect to Registrable
Securities held by such Purchaser).
6
(d) Each
Holder agrees to furnish to the Company a completed Selling Stockholder
Questionnaire not more than five (5) Trading Days following the date of this
Agreement. At least ten (10) Trading Days prior to the first anticipated filing
date of a Registration Statement for any registration under this Agreement,
the
Company will notify each Holder of the information the Company requires from
that Holder other than the information contained in the Selling Stockholder
Questionnaire, if any, which shall be completed and delivered to the Company
promptly upon request and, in any event, within three (3) Trading Days prior
to
the applicable anticipated filing date. Each Holder further agrees that it
shall
not be entitled to be named as a selling securityholder in the Registration
Statement or use the Prospectus for offers and resales of Registrable Securities
at any time, unless such Holder has returned to the Company a completed and
signed Selling Stockholder Questionnaire and a response to any requests for
further information as described in the previous sentence. If a Holder of
Registrable Securities returns a Selling Stockholder Questionnaire or a request
for further information, in either case, after its respective deadline, the
Company shall use its commercially reasonable efforts to take such actions
as
are required to name such Holder as a selling security holder in the
Registration Statement or any pre-effective or post-effective amendment thereto
and to include (to the extent not theretofore included) in the Registration
Statement the Registrable Securities identified in such late Selling Stockholder
Questionnaire or request for further information. Each Holder acknowledges
and
agrees that the information in the Selling Stockholder Questionnaire or request
for further information as described in this Section 2(e) will be used by the
Company in the preparation of the Registration Statement and hereby consents
to
the inclusion of such information in the Registration Statement.
(e) In
the
event that Form S-3 is not available for the registration of the resale of
Registrable Securities hereunder, the Company shall
(i)
register the resale of the Registrable Securities on another appropriate form
reasonably acceptable to the Holders and (ii) undertake to register the
Registrable Securities on Form S-3 promptly after such form is available,
provided
that the
Company shall maintain the effectiveness of the Registration Statement then
in
effect until such time as a Registration Statement on Form S-3 covering the
Registrable Securities has been declared effective by the
Commission.
3. Registration
Procedures
In
connection with the Company's registration obligations hereunder, the Company
shall:
(a) Not
less
than five (5) Trading Days prior to the filing of each Registration Statement
and not less than one (1) Trading Day prior to the filing of any related
Prospectus or any amendment or supplement thereto (except for Annual Reports
on
Form 10-K, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
and any similar or successor reports), (i) furnish to the Holder copies of
such
Registration Statement, Prospectus or amendment or supplement thereto, as
proposed to be filed, which documents will be subject to the review of such
Holder (it being acknowledged and agreed that if a Holder does not object to
or
comment on the aforementioned documents within such five (5) Trading Day or
one
(1) Trading Day period, as the case may be, then the Holder shall be deemed
to
have consented to and approved the use of such documents) and (ii) use
commercially reasonable efforts to cause its officers and directors, counsel
and
independent registered public accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of respective counsel to each Holder,
to
conduct a reasonable investigation within the meaning of the Securities Act.
The
Company shall not file any Registration Statement or amendment or supplement
thereto in a form to which a Holder reasonably objects in good faith, provided
that, the Company is notified of such objection in writing within the five
(5)
Trading Day or one (1) Trading Day period described above, as applicable.
7
(b) (i)
Prepare and file with the Commission such amendments (including post-effective
amendments) and supplements, to each Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep such Registration
Statement continuously effective as to the applicable Registrable Securities
for
its Effectiveness Period; (ii) cause the related Prospectus to be amended or
supplemented by any required Prospectus supplement (subject to the terms of
this
Agreement), and, as so supplemented or amended, to be filed pursuant to Rule
424; (iii) respond as promptly as reasonably practicable to any comments
received from the Commission with respect to each Registration Statement or
any
amendment thereto and, as promptly as reasonably possible, provide the Holders
true and complete copies of all correspondence from and to the Commission
relating to such Registration Statement that pertains to the Holders as “Selling
Stockholders” but not any comments that would result in the disclosure to the
Holders of material and non-public information concerning the Company; and
(iv)
comply with the provisions of the Securities Act and the Exchange Act with
respect to the disposition of all Registrable Securities covered by a
Registration Statement until such time as all of such Registrable Securities
shall have been disposed of (subject to the terms of this Agreement) in
accordance with the intended methods of disposition by the Holders thereof
as
set forth in such Registration Statement as so amended or in such Prospectus
as
so supplemented; provided,
however,
that
each Purchaser shall be responsible for the delivery of the Prospectus to the
Persons to whom such Purchaser sells any of the Shares or the Warrant Shares
(including in accordance with Rule 172 under the Securities Act), and each
Purchaser agrees to dispose of Registrable Securities in compliance with the
plan of distribution described in the Registration Statement and otherwise
in
compliance with applicable federal and state securities laws. In the case of
amendments and supplements to a Registration Statement which are required to
be
filed pursuant to this Agreement (including pursuant to this Section 3(b))
by
reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or
any
analogous report under the Exchange Act, the Company shall have incorporated
such report by reference into such Registration Statement, if applicable, or
shall file such amendments or supplements with the Commission on the same day
on
which the Exchange Act report which created the requirement for the Company
to
amend or supplement such Registration Statement was filed.
(c) Notify
the Holders (which notice shall, pursuant to clauses (iii) through (vi) hereof,
be accompanied by an instruction to suspend the use of the Prospectus until
the
requisite changes have been made) as promptly as reasonably practicable (and,
in
the case of (i)(A) below, not less than one Trading Day prior to such filing)
and (if requested by any such Person) confirm such notice in writing no later
than one Trading Day following the day: (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to a Registration Statement
is
proposed to be filed; (B) when the Commission notifies the Company whether
there
will be a “review” of such Registration Statement and whenever the Commission
comments in writing on any Registration Statement (in which case the Company
shall provide to each of the Holders true and complete copies of all comments
that pertain to the Holders as a “Selling Stockholder” or to the “Plan of
Distribution” and all written responses thereto, but not information that the
Company believes would constitute material and non-public information); and
(C)
with respect to each Registration Statement or any post-effective amendment,
when the same has become effective; (ii) of any request by the Commission or
any
other Federal or state governmental authority for amendments or supplements
to a
Registration Statement or Prospectus or for additional information that pertains
to the Holders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of
the issuance by the Commission or any other federal or state governmental
authority of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities or the initiation
of
any Proceedings for that purpose; (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; (v) of the occurrence of any event or passage of time that makes the
financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein
by
reference untrue in any material respect or that requires any revisions to
such
Registration Statement, Prospectus or other documents so that, in the case
of
such Registration Statement or the Prospectus, as the case may be, it will
not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
(in the case of any Prospectus, form of prospectus or supplement thereto, in
light of the circumstances under which they were made), not misleading; and
(vi)
of the occurrence or existence of any pending corporate development with respect
to the Company that the Company believes may be material and that, in the
determination of the Company, makes it not in the best interest of the Company
to allow continued availability of a Registration Statement or Prospectus,
provided
that any
and all such information shall remain confidential to each Holder until such
information otherwise becomes public, unless disclosure by a Holder is required
by law; and
provided,
further,
that
notwithstanding each Holder’s agreement to keep such information confidential,
each such Holder makes no acknowledgement that any such information is material,
non-public information.
8
(d) Use
commercially reasonable efforts to avoid the issuance of, or, if issued, obtain
the withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, as soon as practicable.
(e) If
requested by a Holder, furnish to such Holder, without charge, at least one
conformed copy of each Registration Statement and each amendment thereto and
all
exhibits to the extent requested by such Person (including those previously
furnished or incorporated by reference) promptly after the filing of such
documents with the Commission; provided,
that
the Company shall have no obligation to provide any document pursuant to this
clause that is available on the Commission’s XXXXX system.
(f) Prior
to
any resale of Registrable Securities by a Holder, use its commercially
reasonable efforts to register or qualify or cooperate with the selling Holders
in connection with the registration or qualification (or exemption from the
registration or qualification) of such Registrable Securities for the resale
by
the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period and to do any and all other acts or things reasonably
necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by each Registration Statement; provided,
that
the Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified, subject the Company to any
material tax in any such jurisdiction where it is not then so subject or file
a
general consent to service of process in any such jurisdiction.
(g) If
requested by a Holder, cooperate with such Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities
to
be delivered to a transferee pursuant to the Registration Statement, which
certificates shall be free, to the extent permitted by the Purchase Agreement
and under law, of all restrictive legends, and to enable such Registrable
Securities to be in such denominations and registered in such names as any
such
Holders may reasonably request.
9
(h) Following
the occurrence of any event contemplated by Section
3(c),
as
promptly as reasonably practicable (taking into account the Company’s good faith
assessment of any adverse consequences to the Company and its stockholders
of
the premature disclosure of such event), prepare a supplement or amendment,
including a post-effective amendment, to the affected Registration Statements
or
a supplement to the related Prospectus or any document incorporated or deemed
to
be incorporated therein by reference, and file any other required document
so
that, as thereafter delivered, no Registration Statement nor any Prospectus
will
contain an untrue statement of a material fact or omit to state a material
fact
required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus, form of prospectus or supplement thereto, in light
of the circumstances under which they were made), not misleading. If the Company
notifies the Holders in accordance with clauses (iii) through (vi) of Section
3(c) above to suspend the use of any Prospectus until the requisite changes
to
such Prospectus have been made, then the Holders shall suspend use of such
Prospectus. The Company will use its commercially reasonable efforts to ensure
that the use of the Prospectus may be resumed as promptly as is practicable.
The
Company shall be entitled to exercise its right under this Section 3(h) to
suspend the availability of a Registration Statement and Prospectus, subject
to
the payment of Liquidated Damages otherwise required pursuant to Section 2(c),
for a period not to exceed 40 calendar days (which need not be consecutive
days)
in any 12-month period.
(i) The
Company may require each selling Holder to furnish to the Company a certified
statement as to (i) the number of shares of Common Stock beneficially owned
by
such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory
Authority (“FINRA”)
affiliations, (iii) any natural persons who have the power to vote or dispose
of
the common stock and (iv) any other information as may be requested by the
Commission, FINRA or any state securities commission. During any periods that
the Company is unable to meet its obligations hereunder with respect to the
registration of Registrable Securities because any Holder fails to furnish
such
information within three Trading Days of the Company’s request, any Liquidated
Damages that are accruing at such time as to such Holder only shall be tolled
and any Event that may otherwise occur solely because of such delay shall be
suspended as to such Holder only, until such information is delivered to the
Company.
(j) The
Company shall cooperate with any registered broker through which a Holder
proposes to resell its Registrable Securities in effecting a filing with FINRA
pursuant to NASD Rule 2710 as reasonably requested by any such Holder, and
the
Company shall pay the filing fee required for the first such filing within
five
(5) Business Days of the request therefor.
4. Registration
Expenses.
All
fees and expenses incident to the Company’s performance of or compliance with
its obligations under this Agreement (excluding any underwriting discounts
and
selling commissions and all legal fees and expenses of legal counsel for any
Holder) shall be borne by the Company whether or not any Registrable Securities
are sold pursuant to a Registration Statement. The fees and expenses referred
to
in the foregoing sentence shall include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses
(A) with respect to filings required to be made with any Trading Market on
which
the Common Stock is then listed for trading, (B) with respect to compliance
with
applicable state securities or Blue Sky laws (including, without limitation,
fees and disbursements of counsel for the Company in connection with Blue Sky
qualifications or exemptions of the Registrable Securities and determination
of
the eligibility of the Registrable Securities for investment under the laws
of
such jurisdictions as requested by the Holders) and (C) if not previously paid
by the Company pursuant to Section 3(j) hereof, with respect to any filing
that
may be required to be made by any broker through which a Holder intends to
make
sales of Registrable Securities with FINRA pursuant to the NASD Rule 2710,
so
long as the broker is receiving no more than a customary brokerage commission
in
connection with such sale, (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities and
of
printing prospectuses if the printing of prospectuses is reasonably requested
by
the Holders of a majority of the Registrable Securities included in the
Registration Statement), (iii) messenger, telephone and delivery expenses,
(iv)
fees and disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation
of the transactions contemplated by this Agreement. In addition, the Company
shall be responsible for all of its internal expenses incurred in connection
with the consummation of the transactions contemplated by this Agreement
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual
audit and the fees and expenses incurred in connection with the listing of
the
Registrable Securities on any securities exchange as required hereunder. In
no
event shall the Company be responsible for any underwriting, broker or similar
fees or commissions of any Holder or, except to the extent provided for in
the
Transaction Documents, any legal fees or other costs of the
Holders.
10
5. Indemnification.
(a) Indemnification
by the Company.
The
Company shall, notwithstanding any termination of this Agreement, indemnify,
defend and hold harmless each Holder, the officers, directors, agents, partners,
members, managers, stockholders, Affiliates and employees of each of them,
each
Person who controls any such Holder (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) and the officers, directors,
partners, members, managers, stockholders, agents and employees of each such
controlling Person, to the fullest extent permitted by applicable law, from
and
against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable costs of preparation and investigation and
reasonable attorneys' fees) and expenses (collectively, “Losses”),
as
incurred, that arise out of or are based upon (i) any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto
(it being understood that the Holder has approved Annex A hereto for this
purpose) or in any preliminary prospectus, or arising out of or relating to
any
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein (in the case of any
Prospectus or form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading or
(ii)
any violation or alleged violation by the Company of the Securities Act,
Exchange Act, any state securities law, any “blue sky” laws of any jurisdiction
in which Registrable Securities are offered or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to the
Registration Statement or any violation of this Agreement,
except
to the extent, but only (A) to the extent that such untrue statements, alleged
untrue statements, omissions or alleged omissions are based solely upon
information regarding such Holder furnished in writing to the Company by such
Holder expressly for use therein, or to the extent that such information relates
to such Holder or such Holder's proposed method of distribution of Registrable
Securities and was reviewed and approved in writing by such Holder expressly
for
use in the Registration Statement, such Prospectus or such form of Prospectus
or
in any amendment or supplement thereto (it being understood that each Holder
has
approved Annex
A
hereto
for this purpose) or (B) in the case of an occurrence of an event of the type
specified in Section
3(c)(iii)-(vi),
related
to the use by a Holder of an outdated or defective Prospectus after the Company
has notified such Holder in writing that the Prospectus is outdated or defective
and prior to the receipt by such Holder of the Advice contemplated and defined
in Section
6(e)
below,
to the extent that following the receipt of the Advice the misstatement or
omission giving rise to such Loss would have been corrected, or (C) to the
extent that any such Losses arise out of the Purchaser’s (or any other
indemnified Person’s) failure to send or give a copy of the Prospectus or
supplement (as then amended or supplemented), if required pursuant to Rule
172
under the Securities Act (or any successor rule), to the Persons asserting
an
untrue statement or alleged untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation of the
sale
of Registrable Securities to such Person if such statement or omission was
corrected in such Prospectus or supplement. The Company shall notify the Holders
promptly of the institution, threat or assertion of any Proceeding arising
from
or in connection with the transactions contemplated by this Agreement of which
the Company is aware. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of an Indemnified Party
(as
defined in Section
5(c))
and
shall survive the transfer of the Registrable Securities by the
Holders.
11
(b) Indemnification
by Holders.
Each
Holder shall, severally and not jointly, indemnify and hold harmless the
Company, its directors, officers, agents and employees, each Person who controls
the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of
such controlling Persons, to the fullest extent permitted by applicable law,
from and against all Losses, as incurred, arising out of or are based solely
upon any untrue or alleged untrue statement of a material fact contained in
any
Registration Statement, any Prospectus, or any form of prospectus, or in any
amendment or supplement thereto or in any preliminary prospectus, or arising
out
of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case
of
any Prospectus, or any form of prospectus or supplement thereto, in light of
the
circumstances under which they were made) not misleading (i) to the extent,
but
only to the extent, that such untrue statements or omissions are based upon
information regarding such Holder furnished in writing to the Company by such
Holder expressly for use therein or (ii) to the extent that such information
relates to such Holder or such Holder’s proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by
such Holder expressly for use in a Registration Statement (it being understood
that the Holder has approved Annex
A
hereto
for this purpose), such Prospectus or such form of Prospectus or in any
amendment or supplement thereto or (iii) in the case of an occurrence of an
event of the type specified in Section
3(c)(iii)-(vi),
to the
extent, but only to the extent, related to the use by such Holder of an outdated
or defective Prospectus after the Company has notified such Holder in writing
that the Prospectus is outdated or defective and prior to the receipt by such
Holder of the Advice contemplated in Section
6(e).
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.
(c) Conduct
of Indemnification Proceedings.
If any
Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified
Party”),
such
Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying
Party”)
in
writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the
Indemnified Party and the payment of all reasonable fees and expenses incurred
in connection with defense thereof; provided,
that
the failure of any Indemnified Party to give such notice shall not relieve
the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally determined by a court
of competent jurisdiction (which determination is not subject to appeal or
further review) that such failure shall have materially and adversely prejudiced
the Indemnifying Party.
An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
expenses; (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to
such
Indemnified Party in any such Proceeding; or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified
Party
and the Indemnifying Party, and such Indemnified Party shall have been advised
by counsel that a conflict of interest exists if the same counsel were to
represent such Indemnified Party and the Indemnifying Party (in which case,
if
such Indemnified Party notifies the Indemnifying Party in writing that it elects
to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and
such counsel shall be at the expense of the Indemnifying Party); provided,
that
the Indemnifying Party shall not be liable for the fees and expenses of more
than one separate firm of attorneys at any time for all Indemnified Parties.
The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably
withheld, delayed or conditioned. No Indemnifying Party shall, without the
prior
written consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such
settlement includes an unconditional release of such Indemnified Party from
all
liability on claims that are the subject matter of such
Proceeding.
12
Subject
to the terms of this Agreement, all fees and expenses of the Indemnified Party
(including reasonable fees and expenses to the extent incurred in connection
with investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as
incurred, within twenty Trading Days of written notice thereof to the
Indemnifying Party; provided,
that
the Indemnified Party shall promptly reimburse the Indemnifying Party for that
portion of such fees and expenses applicable to such actions for which such
Indemnified Party is finally judicially determined to not be entitled to
indemnification hereunder). The failure to deliver written notice to the
Indemnifying Party within a reasonable time of the commencement of any such
action shall not relieve such Indemnifying Party of any liability to the
Indemnified Party under this Section 5, except to the extent that the
Indemnifying Party is materially and adversely prejudiced in its ability to
defend such action.
(d) Contribution.
If a
claim for indemnification under Section 5(a) or 5(b) is unavailable to an
Indemnified Party or insufficient to hold an Indemnified Party harmless for
any
Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such Losses, in such proportion as is appropriate to reflect
the
relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well
as any other relevant equitable considerations. The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission
of a
material fact, has been taken or made by, or relates to information supplied
by,
such Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include, subject to the limitations set forth
in this Agreement, any reasonable attorneys' or other reasonable fees or
expenses incurred by such party in connection with any Proceeding to the extent
such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.
The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by
any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), (A) no Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount
by
which the net proceeds actually received by such Holder from the sale of the
Registrable Securities subject to the Proceeding exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission and (B)
no
contribution will be made under circumstances where the maker of such
contribution would not have been required to indemnify the Indemnified Party
under the fault standards set forth in this Section 5. 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.
13
The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the Indemnifying Parties may have to the Indemnified
Parties and are not in diminution or limitation of the indemnification
provisions under the Purchase Agreement.
6. Miscellaneous.
(a) Remedies.
In the
event of a breach by the Company or by a Holder of any of their obligations
under this Agreement, each Holder or the Company, as the case may be, in
addition to being entitled to exercise all rights granted by law and under
this
Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement. The Company and each Holder
agree that monetary damages would not provide adequate compensation for any
losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense
that
a remedy at law would be adequate.
(b) No
Piggyback on Registrations; Prohibition on Filing Other Registration
Statements.
Neither
the Company nor any of its security holders (other than the Holders in such
capacity pursuant hereto) may include securities of the Company in a
Registration Statement other than the Registrable Securities and the Company
shall not prior to the Effective Date enter into any agreement providing any
such right to any of its security holders. The Company shall not file with
the
Commission a registration statement relating to an offering for its own account
under the Securities Act of any of its equity securities other than a Special
Registration Statement until the earlier of (i) the date that the Initial
Registration Statement is declared effective or (ii) the date that all
Registrable Securities are eligible for resale by non-affiliates without volume
or manner of sale restrictions under Rule 144 and without the requirement for
the Company to be in compliance with the current public information requirements
under Rule 144. For the avoidance of doubt, the Company shall not be prohibited
from preparing and filing with the Commission a Registration Statement relating
to an offering of Common Stock by existing stockholders of the Company under
the
Securities Act pursuant to the terms of registration rights held by such
stockholder or from filing amendments to Registration Statements filed prior
to
the date of this Agreement.
(c) Compliance.
Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it (unless an exemption
therefrom is available) in connection with sales of Registrable Securities
pursuant to the Registration Statement and shall sell the Registrable Securities
only in accordance with a method of distribution described in the Registration
Statement
(d) Discontinued
Disposition.
By its
acquisition of Registrable Securities, each Holder agrees that, upon receipt
of
a notice from the Company of the occurrence of any event of the kind described
in Section
3(c)(iii)-(vi),
such
Holder will forthwith discontinue disposition of such Registrable Securities
under a Registration Statement until it is advised in writing (the “Advice”)
by the
Company that the use of the applicable Prospectus (as it may have been
supplemented or amended) may be resumed. The Company will use its commercially
reasonable efforts to ensure that the use of the Prospectus may be resumed
as
promptly as is practicable. The Company may provide appropriate stop orders
to
enforce the provisions of this paragraph. The Company agrees and acknowledges
that any periods during which the Holder is required to discontinue the
disposition of the Registrable Securities hereunder shall be subject to the
provisions of Section 2(c).
(e) Piggy-Back
Registrations.
If, at
any time during the Effectiveness Period, there is not an effective Registration
Statement covering all of the Registrable Securities and the Company shall
determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under
the
Securities Act of any of its equity securities, other than on Form S-4 or Form
S-8 (each as promulgated under the Securities Act) or their then equivalents
relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in
connection with the Company’s stock option or other employee benefit plans, then
the Company shall deliver to each Holder a written notice of such determination
and, if within seven days after the date of the delivery of such notice, any
such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
Holder requests to be registered; provided, however, that the Company shall
not
be required to register any Registrable Securities pursuant to this Section
6(e)
that are (i) eligible for resale pursuant to Rule 144 without
the requirement for the Company to be in compliance with the current public
information required thereunder and without volume or manner-of-sale
restrictions
or (ii)
the subject of a then effective Registration Statement.
14
(f) No
Inconsistent Agreements.
Neither
the Company nor any of its Subsidiaries has entered, as of the date hereof,
nor
shall the Company or any of its Subsidiaries, on or after the date hereof,
enter
into any agreement with respect to its securities, that would have the effect
of
impairing the rights granted to the Holders in this Agreement or otherwise
conflicts with the provisions hereof.
(g) Amendments
and Waivers.
The
provisions of this Agreement, including the provisions of this sentence, may
not
be amended, modified or supplemented, or waived unless the same shall be in
writing and signed by the Company and Holders holding at least sixty-six and
two-thirds percent (66-2/3%) of the then outstanding Registrable Securities,
provided that any party may give a waiver as to itself. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders and that does
not
directly or indirectly affect the rights of other Holders may be given by
Holders of all of the Registrable Securities to which such waiver or consent
relates; provided,
however,
that
the provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the immediately preceding sentence.
(h) Notices.
Any and
all notices or other communications or deliveries required or permitted to
be
provided hereunder shall be delivered as set forth in the Purchase Agreement.
(i) Successors
and Assigns.
This
Agreement shall inure to the benefit of and be binding upon the successors
and
permitted assigns of each of the parties and shall inure to the benefit of
each
Holder. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors
and
assigns any rights, remedies, obligations, or liabilities under or by reason
of
this Agreement, except as expressly provided in this Agreement. The Company
may
not assign its rights (except by merger or in connection with another entity
acquiring all or substantially all of the Company’s assets) or obligations
hereunder without the prior written consent of all the Holders of the then
outstanding Registrable Securities. Each Holder may assign its respective rights
hereunder in the manner and to the Persons as permitted under the Purchase
Agreement; provided in each case that (i) the Holder agrees in writing with
the transferee or assignee to assign such rights and related obligations under
this Agreement, and for the transferee or assignee to assume such obligations,
and a copy of such agreement is furnished to the Company within a reasonable
time after such assignment, (ii) the Company is, within a reasonable time
after such transfer or assignment, furnished with written notice of the name
and
address of such transferee or assignee and the securities with respect to which
such registration rights are being transferred or assigned, (iii) at or
before the time the Company received the written notice contemplated by clause
(ii) of this sentence, the transferee or assignee agrees in writing with
the Company to be bound by all of the provisions contained herein and
(iv) the transferee is an “accredited investor,” as that term is defined in
Rule 501 of Regulation D.
15
(j) Execution
and Counterparts.
This
Agreement may be executed in two or more 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 and shall become effective when
counterparts have been signed by each party and delivered to the other party,
it
being understood that both parties need not sign the same counterpart. In the
event that any signature is delivered by facsimile transmission or by e-mail
delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature
is
executed) with the same force and effect as if such facsimile or “.pdf”
signature were the original thereof.
(k) Governing
Law.
All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be determined in accordance with the provisions of
the
Purchase Agreement.
(l) Cumulative
Remedies.
Except
as provided herein, the remedies provided herein are cumulative and not
exclusive of any other remedies provided by law.
(m) Severability.
If any
term, provision, covenant or restriction of this Agreement is held by a court
of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their good faith reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be
hereafter declared invalid, illegal, void or unenforceable.
(n) Headings.
The
headings in this Agreement are for convenience only and shall not limit or
otherwise affect the meaning hereof.
(o) Independent
Nature of Purchasers’ Obligations and Rights.
The
obligations of each Purchaser under this Agreement are several and not joint
with the obligations of any other Purchaser hereunder, and no Purchaser shall
be
responsible in any way for the performance of the obligations of any other
Purchaser hereunder. The decision of each Purchaser to purchase the Shares
and
Warrants pursuant to the Transaction Documents has been made independently
of
any other Purchaser. Nothing contained herein or in any other agreement or
document delivered at any closing, and no action taken by any Purchaser pursuant
hereto or thereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert with
respect to such obligations or the transactions contemplated by this Agreement.
Each Purchaser acknowledges that no other Purchaser has acted as agent for
such
Purchaser in connection with making its investment hereunder and that no
Purchaser will be acting as agent of such Purchaser in connection with
monitoring its investment in the Shares and Warrants or enforcing its rights
under the Transaction Documents. Each Purchaser shall be entitled to protect
and
enforce its rights, including, without limitation, the rights arising out of
this Agreement, and it shall not be necessary for any other Purchaser to be
joined as an additional party in any Proceeding for such purpose. The Company
acknowledges that each of the Purchasers has been provided with the same
Registration Rights Agreement for the purpose of closing a transaction with
multiple Purchasers and not because it was required or requested to do so by
any
Purchaser.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE
PAGES TO FOLLOW]
16
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
By:
|
/s/
Xxxxxxxxx Xxxx
|
|
Name:
Xxxxxxxxx Xxxx
|
|
|
Title:
President and Chief Executive
Officer
|
|
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE
PAGES OF HOLDERS TO FOLLOW]
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
YUCCA
PARTNERS L.P. JERSEY BRANCH
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
|
/s/
Xxxxxxx Xxxxxxx Xxxxxxx
|
|
Name:
Xxxxxxx Xxxxxxx Xxxxxxx
|
|
|
Title: Authorized
Signatory
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Ogier Fidiciary Services, Xxxxxxxx Xxxxxxxx
|
|
|
Xxxxxx:
Xxx
Xxxxxx
|
|
|
Xxxx/Xxxxx/Xxx:
Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel
Islands |
|
|
Attention:
Xxxxx Xxxxxxx
|
|
|
Tel:
|
00
0000 000 000
|
|
Fax:
|
00
0000 000 000
|
|
Email:
|
xxxxx.xxxxxxx@xxxxx.xxx
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
INDEX
VENTURE GROWTH ASSOCIATES I LIMITED
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
|
/s/
Xxx Xxxxxxxxx
|
|
Name:
Xxx Xxxxxxxxx
|
|
|
Title:
Director
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
|
|
|
Street:
X.X. Xxx 000, Xx 0 Xxxxxx Xxxxx
|
|
|
Xxxx/Xxxxx/Xxx:
Xx. Helier, Jersey XX0 0XX, Channel Islands
|
|
|
Attention:
Xxxxx Xxxxxxxx
|
|
|
Tel:
|
00
0000 000 000
|
|
Fax:
|
00
0000 000 000
|
|
Email:
|
xxxxx.xxxxxxxx@xxxxxxxxxxx.xxx
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
ABINGWORTH
BIOVENTURES V L.P.
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
Acting
by its Manager Abingworth L.L.P
|
|
|
By:
|
/s/
Xxxxx Xxxxx
|
|
Name:
Xxxxx Xxxxx
|
|
|
Title:
Partner
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Abingworth LLP
|
|
|
Street:
00 Xxxxxx Xxxxxx
|
|
|
Xxxx/Xxxxx/Xxx:
Xxxxxx XXX 0XX
|
|
|
Attention:
Xxxxx Xxxxx
|
|
|
Tel:
|
00
000 000 0000
|
|
Fax:
|
00
00 000 0000
|
|
Email:
|
xxxxx@xxxxxxxxxx.xxx
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
ABINGWORTH
BIOEQUITIES MASTER FUND LLP
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
|
/s/
Xxxxx Xxxxx
|
|
Name:
Xxxxx Xxxxx
|
|
|
Title:
Partner
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Abingworth LLP
|
|
|
Street:
00 Xxxxxx Xxxxxx
|
|
|
Xxxx/Xxxxx/Xxx:
Xxxxxx XXX 0XX
|
|
|
Attention:
Xxxxx Xxxxx
|
|
|
Tel:
|
00
000 000 0000
|
|
Fax:
|
00
000 000 0000
|
|
Email:
|
xxxxx@xxxxxxxxxx.xxx
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
XXXXX/XXXXX
INVESTMENTS, L.P.
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
XXXXX/TISCH CAPITAL, L.P. (general partner)
|
|
|
By:
XXXXX/XXXXX CAPITAL (GP), LLC (general partner)
|
|
|
By:
|
/s/
Xxxxxx Xxxxx
|
|
Name:
Xxxxxx Xxxxx
|
|
|
Title:
Managing Member
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Xxxxx Bros. Investments
|
|
|
Street:
000 Xxxxxxx Xxxxxx, 00xx
Xxxxx
|
|
|
Xxxx/Xxxxx/Xxx:
Xxx Xxxx, XX 00000
|
|
|
Attention:
Xxxxxx Xxxxxxx
|
|
|
Tel:
|
000-000-0000
|
|
Fax:
|
000-000-0000
|
|
Email:
|
xxxxxxxx@xxxxxxxxxxxxx.xxx
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
XXXXX
BROS. INVESTMENTS II, L.P.
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
XXXXX BROS. CAPITAL, L.P. (general partner)
|
|
|
By:
XXXXX BROS. CAPITAL (GP), LLC (general partner)
|
|
|
By:
|
/s/
Xxxxxx Xxxxx
|
|
Name:
Xxxxxx Xxxxx
|
|
|
Title:
Managing Member
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Xxxxx Bros. Investments
|
|
|
Street:
000 Xxxxxxx Xxxxxx, 00xx
Xxxxx
|
|
|
Xxxx/Xxxxx/Xxx:
Xxx Xxxx, XX 00000
|
|
|
Attention:
Xxxxxx Xxxxxxx
|
|
|
Tel:
|
000-000-0000
|
|
Fax:
|
000-000-0000
|
|
Email:
|
xxxxxxxx@xxxxxxxxxxxxx.xxx
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
667,
L.P.
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
XXXXX BIOTECH CAPITAL, L.P. (general partner)
|
|
|
By:
XXXXX BIOTECH CAPITAL (GP), LLC (general partner)
|
|
|
By:
|
/s/
Xxxxxx Xxxxx
|
|
Name:
Xxxxxx Xxxxx
|
|
|
Title:
Managing Member
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Xxxxx Bros. Investments
|
|
|
Street:
000 Xxxxxxx Xxxxxx, 00xx
Xxxxx
|
|
|
Xxxx/Xxxxx/Xxx:
Xxx Xxxx, XX 00000
|
|
|
Attention:
Xxxxxx Xxxxxxx
|
|
|
Tel:
|
000-000-0000
|
|
Fax:
|
000-000-0000
|
|
Email:
|
xxxxxxxx@xxxxxxxxxxxxx.xxx
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
XXXXX
BROTHERS LIFE SCIENCES, L.P.
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
XXXXX BROTHERS LIFE SCIENCES
|
|
|
CAPITAL,
L.P. (general partner)
|
|
|
By:
XXXXX BROTHERS LIFE SCIENCES (GP), LLC
|
|
|
(general
partner)
|
|
|
By:
|
/s/
Xxxxxx Xxxxx
|
|
Name:
Xxxxxx Xxxxx
|
|
|
Title:
Managing Member
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Xxxxx Bros. Investments
|
|
|
Street:
000 Xxxxxxx Xxxxxx, 00xx
Xxxxx
|
|
|
Xxxx/Xxxxx/Xxx:
Xxx Xxxx, XX 00000
|
|
|
Attention:
Xxxxxx Xxxxxxx
|
|
|
Tel:
|
000-000-0000
|
|
Fax:
|
000-000-0000
|
|
Email:
|
xxxxxxxx@xxxxxxxxxxxxx.xxx
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
14159,
L.P.
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
14159 CAPITAL, L.P. (general partner)
|
|
|
By:
14159 CAPITAL (GP), LLC (general partner)
|
|
|
By:
|
/s/
Xxxxxx Xxxxx
|
|
Name:
Xxxxxx Xxxxx
|
|
|
Title:
Managing Member
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Xxxxx Bros. Investments
|
|
|
Street:
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
|
|
|
Xxxx/Xxxxx/Xxx:
Xxx Xxxx, XX 00000
|
|
|
Attention:
Xxxxxx Xxxxxxx
|
|
|
Tel: 000-000-0000
|
|
|
Fax: 000-000-0000
|
|
|
Email: xxxxxxxx@xxxxxxxxxxxxx.xxx
|
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
DAFNA
LIFESCIENCE SELECT LTD
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
|
/s/
Xxxxxxx Xxxxxxx
|
|
Name:
Xxxxxxx Xxxxxxx, CFA
Title:
Chief Compliance Officer of Investment
Manager,
DAFNA Capital Management,
LLC
o/b/o DAFNA LifeScience Select Ltd
|
|
| ADDRESS FOR NOTICE | |
| c/o: DAFNA Capital Management, LLC | |
| Street: 00000 Xxxxxxxx Xxxx, Xxxxx 0000 | |
| Xxxx/Xxxxx/Xxx: Xxx Xxxxxxx, XX 00000 | |
| Attention: Xxxxxxx Xxxxxxx, CFA | |
| Tel: 000-000-0000 | |
| Fax: 000-000-0000 | |
| Email: xxxxxxxx@XXXXXXxxxxxx.xxx | |
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
DAFNA
LIFESCIENCE MARKET NEUTRAL LTD
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
|
/s/
Xxxxxxx Xxxxxxx
|
|
Name:
Xxxxxxx Xxxxxxx, CFA
Title:
Chief Compliance Officer of Investment
Manager,
DAFNA Capital Management,
LLC
o/b/o DAFNA LifeScience Market
|
|
|
Neutral
Ltd
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
DAFNA Capital Management, LLC
|
|
|
Street:
00000 Xxxxxxxx Xxxx, Xxxxx 0000
|
|
|
Xxxx/Xxxxx/Xxx:
Xxx Xxxxxxx, XX 00000
|
|
|
Attention:
Xxxxxxx Xxxxxxx, CFA
|
|
|
Tel: 000-000-0000
|
|
|
Fax: 000-000-0000
|
|
|
Email: xxxxxxxx@XXXXXXxxxxxx.xxx
|
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
DAFNA
LIFESCIENCE LTD
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
|
/s/
Xxxxxxx Xxxxxxx
|
|
Name:
Xxxxxxx Xxxxxxx, CFA
Title:
Chief Compliance Officer of Investment
Manager,
DAFNA Capital Management,
LLC
o/b/o DAFNA LifeScience Ltd
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
DAFNA Capital Management, LLC
|
|
|
Street:
00000 Xxxxxxxx Xxxx, Xxxxx 0000
|
|
|
Xxxx/Xxxxx/Xxx:
Xxx Xxxxxxx, XX 00000
|
|
|
Attention:
Xxxxxxx Xxxxxxx, CFA
|
|
|
Tel: 000-000-0000
|
|
|
Fax: 000-000-0000
|
|
|
Email: xxxxxxxx@XXXXXXxxxxxx.xxx
|
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
MERLIN
NEXUS III, LP
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
|
/s/
Xxxxxxx Xxxxxxxxxxxx
|
|
Name:
Xxxxxxx Xxxxxxxxxxxx
|
|
|
Title:
Chief Financial Officer
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Merlin Nexus III, LP
|
|
|
Street:
000 Xxxx Xxxxxx, Xxxxx 000
|
|
|
Xxxx/Xxxxx/Xxx:
Xxx Xxxx, XX 00000
|
|
|
Attention:
Xxxxxxx Xxxxxxxxxxxx
|
|
|
Tel: 000-000-0000
|
|
|
Fax:
|
|
|
Email: xxxxxxx@xxxxxxxxxxx.xxx
|
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
CD-VENTURE
GMBH
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
|
/s/
Xxxxxxxxx Xxxxxxxxxx
|
|
Name:
Xxxxxxxxx Xxxxxxxxxx
|
|
|
Title:
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Xxxxxxxxx Xxxxxxxxxx
|
|
|
Street:
Xxxxxxxxxxxxx 00x
|
|
|
Xxxx/Xxxxx/Xxx:
00000 Xxxxxxxxxx Xxxxxxx
|
|
|
Attention:
Xxxxxxxxx Xxxxxxxxxx
|
|
|
Tel: 00
0000 0000000
|
|
|
Fax: 49
6221 1375410
|
|
|
Email: xxxxxxxxx.xxxxxxxxxx@xx-xxxxxxx.xxx
|
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
ANMA
VENTURE GMBH
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
|
/s/
Xxxxxxx Xxxxxxxxxx
|
|
Name:
Xxxxxxx Xxxxxxxxxx
|
|
|
Title:
Chief Executive Officer
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Xxxxxxx Xxxxxxxxxx
|
|
|
Street:
Xxxxxx XXX 000
|
|
|
Xxxx/Xxxxx/Xxx:
00000 Xxxxxxxxx, Xxxxxxx
|
|
|
Attention:
Xxxxxxx Xxxxxxxxxx
|
|
|
Tel: 00
0000 000000
|
|
|
Fax: 49
6132 722904
|
|
|
Email: xxxxxxxxxxxxxxxxx@xxx.xx
|
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
NorTrust
Nominees Limited o/b/o Healthcare
Opportunities
Fund
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
|
/s/
Xxxxxx Xxxxxx
|
|
Name:
Xxxxxx Xxxxxx
|
|
|
Title:
Fund Manager
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Polar Capital LLP
|
|
|
Street:
0 Xxxxxxx Xxxxxx Xxxxxx
|
|
|
Xxxx/Xxxxx/Xxx:
Xxxxxx XX0X 0XX
|
|
|
Attention:
Xxxxxx Xxxxx
|
|
|
Tel: 00
000 000 0000
|
|
|
Fax: 44
207 227 2749
|
|
|
Email: xxxxxx.xxxxx@xxxxxxxxxxxx.xx.xx
|
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
Panacea
Fund, LLC
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
Xxxxxxx Xxxxxx Investors, Inc., its manager
|
|
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
|
Name:
Xxxxxxx Xxxxxx
|
|
|
Title:
Vice President
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Xxxxxxx Xxxxxx Investors, Inc.
|
|
|
Street:
000 X. Xxxxxx Xxxxx, Xxxxx 0000
|
|
|
Xxxx/Xxxxx/Xxx:
Xxxxxxx, XX 00000
|
|
|
Attention:
Xxxxxxx Xxxxxx
|
|
|
Tel: 000-000-0000
|
|
|
Fax: 000-000-0000
|
|
|
Email: XXX@xxx.xxx
|
|
With
a
copy to:
Xxxx
Xxxxxx, Fund Administrator
Xxxxxxx
Xxxxxx Investors, Inc.
000
X.
Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Tel:
000-000-0000
Fax:
000-000-0000
Email:
xxx@xxx.xxx
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
Sio
Partners, LP
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
|
Name:
Xxxxxxx Xxxxxx
|
|
|
Title:
Managing Member
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Sio Capital Management, LLC
|
|
|
Street:
000 Xxxxxxxxx Xxxxxx, 00xx Xx
|
|
|
City/State/Zip:
Xxx Xxxx, XX 00000
|
|
|
Attention:
Xxx Xxxxx
|
|
|
Tel: 000-000-0000
|
|
|
Fax: 000-000-0000
|
|
|
Email: xxx.xxxxx@xxxxxxxxxx.xxx
|
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
Sio
Partners QP, LP
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
|
Name:
Xxxxxxx Xxxxxx
|
|
|
Title:
Managing Member
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Sio Capital Management, LLC
|
|
|
Street:
000 Xxxxxxxxx Xxxxxx, 00xx Xx
|
|
|
City/State/Zip:
Xxx Xxxx, XX 00000
|
|
|
Attention:
Xxx Xxxxx
|
|
|
Tel: 000-000-0000
|
|
|
Fax: 000-000-0000
|
|
|
Email: xxx.xxxxx@xxxxxxxxxx.xxx
|
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
Sio
Partners Offshore, Ltd
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
|
Name:
Xxxxxxx Xxxxxx
|
|
|
Title:
Director
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Sio Capital Management, LLC
|
|
|
Street:
000 Xxxxxxxxx Xxxxxx, 00xx Xx
|
|
|
City/State/Zip:
Xxx Xxxx, XX 00000
|
|
|
Attention:
Xxx Xxxxx
|
|
|
Tel: 000-000-0000
|
|
|
Fax: 000-000-0000
|
|
|
Email: xxx.xxxxx@xxxxxxxxxx.xxx
|
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
Deka
Investment GmbH
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
|
/s/
Xxx Xxxxxxx
|
|
Name:
Xxx Xxxxxxx
|
|
|
Title:
Senior Portfolio Manager
|
|
|
ADDRESS
FOR NOTICE
|
|
|
c/o:
Deka Investment GmbH
|
|
|
Street:
Xxxxxxx Xxxxxxx. 00
|
|
|
Xxxx/Xxxxx/Xxx:
00000 Xxxxxxxxx Xxxxxxx
|
|
|
Attention:
Xxx Xxxxxxx
|
|
|
Tel: 00
0000000000
|
|
|
Fax: 49
0000000000
|
|
|
Email: xxx.xxxxxxx@xxxx.xx
|
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
NGN
Biomed Opportunity I GmbH & Co. Beteiligungs KG
|
|
|
AUTHORIZED
SIGNATORY
|
|
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By:
NGN Capital LLC, Managing Limited Partner
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By:
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/s/
Xxxx X. Xxxxxxxxxx
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Name:
Xxxx X. Xxxxxxxxxx
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Title:
Managing General Partner
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ADDRESS
FOR NOTICE
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c/o:
NGN Capital LLC
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Street:
000 Xxxxxxxxx Xxxxxx
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Xxxx/Xxxxx/Xxx:
Xxx Xxxx, XX 00000
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Attention:
Xxxxxxx Xxxxxx, CFO
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Tel: 000-000-0000
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Fax: 000-000-0000
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Email: xxxxxxx@XXXxxxxxxx.xxx
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IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
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NGN
Biomed Opportunity I, L.P.
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|
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AUTHORIZED
SIGNATORY
|
|
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By:
NGN Biomed I GP, L.P., (general partner)
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By:
NGN Capital, LLC, (general partner)
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By:
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/s/
Xxxx X. Xxxxxxxxxx
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Name:
Xxxx X. Xxxxxxxxxx
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Title:
Managing General Partner
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ADDRESS
FOR NOTICE
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c/o:
NGN Capital LLC
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Street:
000 Xxxxxxxxx Xxxxxx
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Xxxx/Xxxxx/Xxx:
Xxx Xxxx, XX 00000
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Attention:
Xxxxxxx Xxxxxx, CFO
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Tel: 000-000-0000
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Fax: 000-000-0000
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Email: xxxxxxx@XXXxxxxxxx.xxx
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IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
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NAME
OF INVESTING ENTITY
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Xxxxxx
X. Xxxxxxxx
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AUTHORIZED
SIGNATORY
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By:
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/s/
Xxxxxx X. Xxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxx
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Title:
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ADDRESS
FOR NOTICE
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c/o: ___________________________________________
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Street:
00000 Xxxxxx Xxxxx Xxxxx
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Xxxx/Xxxxx/Xxx:
Xxxxxxxxxxx, XX 00000
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Attention: ______________________________________
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Tel:
000-000-0000
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Fax: ___________________________________________
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Email:
xxx@xxxxxxxxxxxx.xxx
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IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
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NAME
OF INVESTING ENTITY
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Xxxx
Xxxxxx Xxxxxxxx
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AUTHORIZED
SIGNATORY
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By:
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/s/
Xxxx Xxxxxxxx
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Name:
Xxxx Xxxxxxxx
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Title:
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ADDRESS
FOR NOTICE
|
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c/o: ___________________________________________
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Street:
Blackrock, Xxxxx Xxxx
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Xxxx/Xxxxx/Xxx:
Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx XX00XX
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Attention: ______________________________________
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|
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Tel: 00
0000 000000
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Fax: ___________________________________________
|
|
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Email:
xxxx.x.xxxxxxxx@xxxxxxxxxx.xxx
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IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
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Xxxxx
Xxxxxx
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AUTHORIZED
SIGNATORY
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By:
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/s/
Xxxxx Xxxxxx
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Name:
Xxxxx Xxxxxx
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Title:
Individual
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ADDRESS
FOR NOTICE
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c/o: ___________________________________________
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Street:
Xxxxxxxx 00
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Xxxx/Xxxxx/Xxx:
Xxxxxxxxxxxxx 00000 Xxxxxxx
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Attention: ______________________________________
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Tel: 00
000 0000 0000
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Fax: ___________________________________________
|
|
|
Email:
x.xxxxxx@x-xxxxxx.xx
|
|
IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as
of the date first written above.
|
NAME
OF INVESTING ENTITY
|
|
|
Xxxx
X. Xxxxxxxxxx and Xxxxxxx Xxxxxxxxxxx
|
|
|
JTWRS
|
|
|
AUTHORIZED
SIGNATORY
|
|
|
By:
|
/s/
Xxxxxxx Xxxxxxxxxx
|
|
Name:
Xxxxxxx Xxxxxxxxxx
|
|
|
Title:
|
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|
ADDRESS
FOR NOTICE
|
|
|
c/o: ___________________________________________
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|
|
Street:
0 Xxxxxx Xxxxx Xxxxx
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Xxxx/Xxxxx/Xxx:
Xxx Xxxx, XX 00000
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Attention: ______________________________________
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Tel: 000-000-0000
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Fax: 000-000-0000
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Email:
xxxxxxxxxxx@xxxxxxxxxx.xxx
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|
Annex
A
PLAN
OF DISTRIBUTION
We
are
registering the shares of Common Stock issued to the selling stockholders
and
issuable upon exercise of the warrants issued to the selling stockholders
to
permit the resale of these shares of Common Stock by the holders of the shares
of Common Stock and warrants from time to time after the date of this
prospectus. We will not receive any of the proceeds from the sale by the
selling
stockholders of the shares of Common Stock. We will bear all fees and expenses
incident to our obligation to register the shares of Common Stock.
The
selling stockholders may sell all or a portion of the shares of Common Stock
beneficially owned by them and offered hereby from time to time directly
or
through one or more underwriters, broker-dealers or agents. If the shares
of
Common Stock are sold through underwriters or broker-dealers, the selling
stockholders will be responsible for underwriting discounts or commissions
or
agent's commissions. The shares of Common Stock may be sold on any national
securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale, in the over-the-counter market or in transactions
otherwise than on these exchanges or systems or in the over-the-counter market
and in one or more transactions at fixed prices, at prevailing market prices
at
the time of the sale, at varying prices determined at the time of sale, or
at
negotiated prices. These sales may be effected in transactions, which may
involve crosses or block transactions. The selling stockholders may use any
one
or more of the following methods when selling shares:
| · |
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
| · |
block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal
to
facilitate the transaction;
|
| · |
purchases
by a broker-dealer as principal and resale by the broker-dealer
for its
account;
|
| · |
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
| · |
privately
negotiated transactions;
|
| · |
settlement
of short sales entered into after the effective date of the registration
statement of which this prospectus is a
part;
|
| · |
broker-dealers
may agree with the selling stockholders to sell a specified number
of such
shares at a stipulated price per
share;
|
| · |
through
the writing or settlement of options or other hedging transactions,
whether such options are listed on an options exchange or
otherwise;
|
| · |
a
combination of any such methods of sale;
and
|
| · |
any
other method permitted pursuant to applicable
law.
|
The
selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, as
permitted by that rule, or Section 4(1) under the Securities Act, if available,
rather than under this prospectus, provided that they meet the criteria and
conform to the requirements of those provisions.
Broker-dealers
engaged by the selling stockholders may arrange for other broker-dealers
to
participate in sales. If the selling stockholders effect such transactions
by
selling shares of Common Stock to or through underwriters, broker-dealers
or
agents, such underwriters, broker-dealers or agents may receive commissions
in
the form of discounts, concessions or commissions from the selling stockholders
or commissions from purchasers of the shares of Common Stock for whom they
may
act as agent or to whom they may sell as principal. Such commissions will
be in
amounts to be negotiated, but, except as set forth in a supplement to this
Prospectus, in the case of an agency transaction will not be in excess of
a
customary brokerage commission in compliance with NASD Rule 2440; and in
the
case of a principal transaction a markup or markdown in compliance with NASD
IM-2440.
In
connection with sales of the shares of Common Stock or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the shares
of
Common Stock in the course of hedging in positions they assume. The selling
stockholders may also sell shares of Common Stock short and if such short
sale
shall take place after the date that this Registration Statement is declared
effective by the Commission, the selling stockholders may deliver shares
of
Common Stock covered by this prospectus to close out short positions and
to
return borrowed shares in connection with such short sales. The selling
stockholders may also loan or pledge shares of Common Stock to broker-dealers
that in turn may sell such shares, to the extent permitted by applicable
law.
The selling stockholders may also enter into option or other transactions
with
broker-dealers or other financial institutions or the creation of one or
more
derivative securities which require the delivery to such broker-dealer or
other
financial institution of shares offered by this prospectus, which shares
such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).
Notwithstanding the foregoing, the selling stockholders have been advised
that
they may not use shares registered on this registration statement to cover
short
sales of our common stock made prior to the date the registration statement,
of
which this prospectus forms a part, has been declared effective by the
SEC.
The
selling stockholders may, from time to time, pledge or grant a security interest
in some or all of the warrants or shares of Common Stock owned by them and,
if
they default in the performance of their secured obligations, the pledgees
or
secured parties may offer and sell the shares of Common Stock from time to
time
pursuant to this prospectus or any amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act of 1933, as
amended, amending, if necessary, the list of selling stockholders to include
the
pledgee, transferee or other successors in interest as selling stockholders
under this prospectus. The selling stockholders also may transfer and donate
the
shares of Common Stock in other circumstances in which case the transferees,
donees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.
The
selling stockholders and any broker-dealer or agents participating in the
distribution of the shares of Common Stock may be deemed to be “underwriters”
within the meaning of Section 2(11) of the Securities Act in connection with
such sales. In such event, any commissions paid, or any discounts or concessions
allowed to, any such broker-dealer or agent and any profit on the resale
of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Selling Stockholders who are "underwriters"
within the meaning of Section 2(11) of the Securities Act will be subject
to the
applicable prospectus delivery requirements of the Securities Act including
Rule
172 thereunder and may be subject to certain statutory liabilities of, including
but not limited to, Sections 11, 12 and 17 of the Securities Act and
Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the
Exchange Act.
Each
selling stockholder has informed the Company that it is not a registered
broker-dealer and does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the Common Stock. Upon
the
Company being notified in writing by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of common
stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement
to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling stockholder
and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such the shares of Common Stock were sold, (iv) the
commissions paid or discounts or concessions allowed to such broker-dealer(s),
where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference
in
this prospectus, and (vi) other facts material to the transaction. In no
event
shall any broker-dealer receive fees, commissions and markups, which, in
the
aggregate, would exceed eight percent (8%).
Under
the
securities laws of some states, the shares of Common Stock may be sold in
such
states only through registered or licensed brokers or dealers. In addition,
in
some states the shares of Common Stock may not be sold unless such shares
have
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.
There
can
be no assurance that any selling stockholder will sell any or all of the
shares
of Common Stock registered pursuant to the shelf registration statement,
of
which this prospectus forms a part.
Each
selling stockholder and any other person participating in such distribution
will
be subject to applicable provisions of the Securities Exchange Act of 1934,
as
amended, and the rules and regulations thereunder, including, without
limitation, to the extent applicable, Regulation M of the Exchange Act, which
may limit the timing of purchases and sales of any of the shares of Common
Stock
by the selling stockholder and any other participating person. To the extent
applicable, Regulation M may also restrict the ability of any person engaged
in
the distribution of the shares of Common Stock to engage in market-making
activities with respect to the shares of Common Stock. All of the foregoing
may
affect the marketability of the shares of Common Stock and the ability of
any
person or entity to engage in market-making activities with respect to the
shares of Common Stock.
We
will
pay all expenses of the registration of the shares of Common Stock pursuant
to
the registration rights agreement, including, without limitation, Securities
and
Exchange Commission filing fees and expenses of compliance with state securities
or “blue sky” laws; provided,
however,
that
each selling stockholder will pay all underwriting discounts and selling
commissions, if any and any related legal expenses incurred by it. We will
indemnify the selling stockholders against certain liabilities, including
some
liabilities under the Securities Act, in accordance with the registration
rights
agreement, or the selling stockholders will be entitled to contribution.
We may
be indemnified by the selling stockholders against civil liabilities, including
liabilities under the Securities Act, that may arise from any written
information furnished to us by the selling stockholders specifically for
use in
this prospectus, in accordance with the related registration rights agreements,
or we may be entitled to contribution.
Annex
B
SELLING
STOCKHOLDER NOTICE AND QUESTIONNAIRE
The
undersigned holder of shares of the common stock, par value $0.00004 per
share
of Micromet, Inc. (the “Company”)
issued
pursuant to a certain Securities Purchase Agreement by and among the Company
and
the Purchasers named therein, dated as of September 29, 2008 (the “Agreement”),
understands that the Company intends to file with the Securities and Exchange
Commission a registration statement on Form S-3 (the “Resale
Registration Statement”)
for
the registration and the resale under Rule 415 of the Securities Act of 1933,
as
amended (the “Securities
Act”),
of
the Registrable Securities in accordance with the terms of the Agreement.
All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Agreement.
In
order
to sell or otherwise dispose of any Registrable Securities pursuant to the
Resale Registration Statement, a holder of Registrable Securities generally
will
be required to be named as a selling stockholder in the related prospectus
or a
supplement thereto (as so supplemented, the “Prospectus”),
deliver the Prospectus to purchasers of Registrable Securities (including
pursuant to Rule 172 under the Securities Act) and be bound by the provisions
of
the Agreement (including certain indemnification provisions, as described
below). Holders must complete and deliver this Notice and Questionnaire in
order
to be named as selling stockholders in the Prospectus. Holders
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire within three (3)Trading Days following the date of the
Agreement (1) will not be named as selling stockholders in the Resale
Registration Statement or the Prospectus and (2) may not use the Prospectus
for
resales of Registrable Securities.
Certain
legal consequences arise from being named as a selling stockholder in the
Resale
Registration Statement and the Prospectus. Holders of Registrable Securities
are
advised to consult their own securities law counsel regarding the consequences
of being named or not named as a selling stockholder in the Resale Registration
Statement and the Prospectus.
NOTICE
The
undersigned holder (the “Selling
Stockholder”)
of
Registrable Securities hereby gives notice to the Company of its intention
to
sell or otherwise dispose of Registrable Securities owned by it and listed
below
in Item (3), unless otherwise specified in Item (3), pursuant to the Resale
Registration Statement. The undersigned, by signing and returning this Notice
and Questionnaire, understands and agrees that it will be bound by the terms
and
conditions of this Notice and Questionnaire and the Agreement.
The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate and complete:
QUESTIONNAIRE
0.Xxxx.
|
(a)
|
Full
Legal Name of Selling Stockholder:
|
|
(b)
|
Full
Legal Name of Registered Holder (if not the same as (a) above)
through
which Registrable Securities Listed in Item 3 below are
held:
|
|
(c)
|
Full
Legal Name of Natural Control Person (which means a natural person
who
directly or indirectly alone or with others has power to vote or
dispose
of the securities covered by the
questionnaire):
|
2.
Address for Notices to Selling Stockholder:
|
Telephone: _________________________________________________________________________________________________________________
|
|
Fax: _______________________________________________________________________________________________________________________
|
|
Contact
Person:
|
|
E-mail
address of Contact
Person:________________________________________________
|
3.
Beneficial Ownership of Registrable Securities Issuable Pursuant to the Purchase
Agreement:
|
(a)
|
Type
and Number of Registrable Securities beneficially owned and issued
pursuant to the Agreement:
|
|
(b)
|
Number
of shares of Common Stock to be registered pursuant to this Notice
for
resale:
|
4.
Broker-Dealer Status:
|
(a)
|
Are
you a broker-dealer?
|
Yes
¨ No
¨
| (b) |
If
“yes” to Section 4(a), did you receive your Registrable Securities as
compensation for investment
banking services to the Company?
|
Yes
¨ No
¨
|
Note:
|
If
no, the Commission’s staff has indicated that you should be identified as
an underwriter in the Registration
Statement.
|
|
(c)
|
Are
you an affiliate of a
broker-dealer?
|
Yes
¨ No
¨
|
Note:
|
If
yes, provide a narrative explanation
below:
|
|
(c)
|
If
you are an affiliate of a broker-dealer, do you certify that you
bought
the Registrable Securities in the ordinary course of business,
and at the
time of the purchase of the Registrable Securities to be resold,
you had
no agreements or understandings, directly or indirectly, with any
person
to distribute the Registrable
Securities?
|
Yes
¨ No
¨
|
Note:
|
If
no, the Commission’s staff has indicated that you should be identified as
an underwriter in the Registration
Statement.
|
5.
Beneficial Ownership of Other Securities of the Company Owned by the Selling
Stockholder.
Except
as set forth below in this Item 5, the undersigned is not the beneficial
or
registered owner of any securities of the Company other than the Registrable
Securities listed above in Item 3.
Type
and
amount of other securities beneficially owned:
______________________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________________
6.
Relationships with the Company:
Except
as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had
any
other material relationship with the Company (or its predecessors or affiliates)
during the past three years.
State
any
exceptions here:
______________________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________________
7.
Plan of Distribution:
The
undersigned has reviewed the form of Plan of Distribution attached as Annex
A to
the Registration Rights Agreement, and hereby confirms that, except as set
forth
below, the information contained therein regarding the undersigned and its
plan
of distribution is correct and complete.
State
any
exceptions here:
______________________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________________
***********
The
undersigned agrees to promptly notify the Company of any inaccuracies or
changes
in the information provided herein that may occur subsequent to the date
hereof
and prior to the effective date of any applicable Resale Registration Statement.
All notices hereunder and pursuant to the Agreement shall be made in writing,
by
hand delivery, confirmed or facsimile transmission, first-class mail or air
courier guaranteeing overnight delivery at the address set forth below. In
the
absence of any such notification, the Company shall be entitled to continue
to
rely on the accuracy of the information in this Notice and
Questionnaire.
By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to Items (1) through (7) above and the inclusion
of such information in the Resale Registration Statement and the Prospectus.
The
undersigned understands that such information will be relied upon by the
Company
in connection with the preparation or amendment of any such Registration
Statement and the Prospectus.
By
signing below, the undersigned acknowledges that it understands its obligation
to comply, and agrees that it will comply, with the provisions of the Exchange
Act and the rules and regulations thereunder, particularly Regulation M in
connection with any offering of Registrable Securities pursuant to the Resale
Registration Statement. The undersigned also acknowledges that it understands
that the answers to this Questionnaire are furnished for use in connection
with
Registration Statements filed pursuant to the Registration Rights Agreement
and
any amendments or supplements thereto filed with the Commission pursuant
to the
Securities Act.
The
undersigned hereby acknowledges and is advised of the following Interpretation
A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations
regarding short selling:
“An
Issuer filed a Form S-3 registration statement for a secondary offering of
common stock which is not yet effective. One of the selling stockholders
wanted
to do a short sale of common stock “against the box” and cover the short sale
with registered shares after the effective date. The issuer was advised that
the
short sale could not be made before the registration statement become effective,
because the shares underlying the short sale are deemed to be sold at the
time
such sale is made. There would, therefore, be a violation of Section 5 if
the
shares were effectively sold prior to the effective date.”
By
returning this Questionnaire, the undersigned will be deemed to be aware
of the
foregoing interpretation.
I
confirm
that, to the best of my knowledge and belief, the foregoing statements
(including without limitation the answers to this Questionnaire) are
correct.
IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this
Questionnaire to be executed and delivered either in person or by its duly
authorized agent.
|
Beneficial
Owner: _______________________________________________
|
|||
|
By:
|
___________________________________________________ | ||
|
Name:
|
|||
|
Title:
|
|||
PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL, TO:
Xxxxx
X.
Xxxxxxxxx
Xxxxx
Xxxxxxx & Co.
000
Xxxx
00xx
Xxxxxx,
00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Tel:
(000) 000-0000
Fax:
(000) 000-0000
Email:
xxxxx.x.xxxxxxxxx@xxx.xxx
