1
Exhibit (d)(7)
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT is dated as of ________,
2000 by and among Calendar Holdings, Inc., a Delaware corporation (the
"Company"); Saw Mill Capital Fund II, L.P. ("Saw Mill"); [CHAIRMAN]
("Chairman"); [CHIEF EXECUTIVE OFFICER] ("Chief Executive Officer", and together
with [CHAIRMAN], the "Executives"); Chase Capital Investments, LLC ("Chase");
Massachusetts Mutual Life Insurance Company ("MassMutual"); and The Northwestern
Mutual Life Insurance Company ("Northwestern").
As of the date hereof, (i) Saw Mill and the Executives each
own a number of shares of the Company's Common Stock and (ii) Chase, MassMutual
and Northwestern each own warrants to purchase a number of shares of the
Company's Common Stock.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows:
1. Definitions. As used herein, the following terms shall have the
following meanings.
"Affiliate" means, when used with reference to a specific
Person, any Person that directly or indirectly controls or is controlled by or
is under common control with the specified Person. As used in this definition,
"control" (including, with its correlative meanings, "controlled by" and "under
common control with") shall mean either (i) possession, directly or indirectly,
of power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests by
contract or otherwise) or (ii) the direct or indirect ownership of more than 5%
of the voting equity securities of such Person. With respect to any Person who
is an individual, "Affiliates" shall also include, without limitation, any
member of such individual's Family Group.
"Common Stock" means the Company's Common Stock, par value
$.01 per share, and any other equity of the Company hereafter authorized which
is not limited to a fixed sum or stated value in respect to the rights of the
holders thereof to participate in dividends or other distributions or in the
distribution of assets upon any liquidation, dissolution or winding up of the
Company.
"Equity Equivalents" means any shares of Common Stock or any
options, warrants (including the Subordinated Debt Warrants) or other rights to
acquire shares of Common Stock or any notes or other securities convertible or
exchangeable into shares of Common Stock.
"Executive Registrable Securities" means (i) all Common Stock
acquired by, or issued or issuable to, Executives on or after the date hereof
and (ii) all fully vested equity securities issued or issuable directly or
indirectly with respect to any Common Stock described in clause (i) above by way
of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization. As to
any particular Executive Registrable Securities,
2
such securities shall cease to be Executive Registrable Securities when they
have been distributed to the public pursuant to an offering registered under the
Securities Act or sold to the public in compliance with Rule 144.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.
"Family Group" means, with respect to any Person who is an
individual, (i) such Person's spouse, former spouse, descendants (whether
natural or adopted), parents and their descendants and any spouse of the
foregoing persons (collectively, "relatives"), (ii) the trustee, fiduciary or
personal representative of such Person and any trust solely for the benefit of
such Person and/or such Person's relatives or (iii) any limited partnership or
limited liability company the governing instruments of which provide that such
Person shall have the exclusive, nontransferable power to direct the management
and policies of such entity including, without limitation, voting and
disposition of investments, and of which the sole owners of partnership
interests, membership interests or any other equity interests are, and will
remain, limited to such Person and such Person's relatives.
"Financial Investor Registrable Securities" means (i) all
Common Stock acquired by, or issued or issuable to, the Financial Investors or
any of their respective Affiliates on or after the date hereof and (ii) all
equity securities issued or issuable directly or indirectly with respect to any
Common Stock described in clause (i) above by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. As to any particular Financial Investor
Registrable Securities, such securities shall cease to be Financial Investor
Registrable Securities when they have been distributed to the public pursuant to
an offering registered under the Securities Act or sold to the public in
compliance with Rule 144.
"Financial Investors" means, collectively, Chase, MassMutual
and Northwestern.
"Other Holders" means, collectively, the Financial Investors
and any original holder of Equity Equivalents (including Subordinated Debt
Warrants) who becomes a party to this Agreement pursuant to the terms of Section
11(k) hereof.
"Other Registrable Securities" means (i) all Common Stock
acquired by, or issued or issuable to, Other Holders or any of their respective
Affiliates on or after the date hereof and (ii) all equity securities issued or
issuable directly or indirectly with respect to any Common Stock described in
clause (i) above by way of a stock dividend or stock split or in connection with
a combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Other Registrable Securities, such
securities shall cease to be Other Registrable Securities when they have been
distributed to the public pursuant to an offering registered under the
Securities Act or sold to the public in compliance with Rule 144.
"Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, a bank, a trust company, a land
trust, a business trust, a governmental entity or any
- 2 -
3
department, agency or political subdivision thereof or any other entity or
organization, whether or not it is a legal entity.
"Public Offering" means an underwritten public offering and
sale of Common Stock pursuant to an effective registration statement under the
Securities Act; provided that a Public Offering shall not include an offering
made in connection with a business acquisition or combination pursuant to a
registration statement on Form S-4 or any similar form, or an employee benefit
plan pursuant to a registration statement on Form S-8 or any similar form.
"Qualified Public Offering" means any Public Offering, but
only if the aggregate gross proceeds received by the Company and/or its
equityholders (before the deduction of underwriting discounts and expenses) in
such Public Offering in the aggregate are in excess of $50.0 million.
"Registrable Securities" means, collectively, the Executive
Registrable Securities, the Other Registrable Securities (including the
Financial Investor Registrable Securities) and the Saw Mill Registrable
Securities.
"Registration Expenses" means all expenses incident to the
Company's performance of or compliance with this Agreement, including without
limitation all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws, printing and distributing expenses, messenger
and delivery expenses, fees and expenses of custodians, internal expenses
(including all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit or quarterly
review, the expense of any liability insurance and the expenses and fees for
listing the securities to be registered on each securities exchange on which
similar securities issued by the Company are then listed or on the NASD
automated quotation system, and fees and disbursements of counsel for the
Company and the underwriters and all independent certified public accountants,
underwriters (excluding discounts and commissions) and other Persons retained by
the Company.
"Rule 144" means Rule 144 under the Securities Act (or any
similar rule then in force).
"Saw Mill Registrable Securities" means (i) all Common Stock
acquired by, or issued or issuable to, Saw Mill or any of its Affiliates on or
after the date hereof and (ii) all equity securities issued or issuable directly
or indirectly with respect to any Common Stock described in clause (i) above by
way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization. As to
any particular Saw Mill Registrable Securities, such securities shall cease to
be Saw Mill Registrable Securities when they have been distributed to the public
pursuant to an offering registered under the Securities Act or sold to the
public in compliance with Rule 144.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended.
- 3 -
4
"Subordinated Debt Warrants" means any warrants issued by the
Company to purchase shares of Common Stock in connection with the issuance of
[THE BRIDGE LOANS AND/OR THE ISSUANCE OF ANY SUBORDINATED DEBT ISSUED TO
REFINANCE SUCH BRIDGE LOANS, IN EACH CASE,] by the Company or any of its
Subsidiaries.
"Subsidiary" means, with respect to any Person, any
corporation, limited liability company, partnership, association or other
business entity of which (i) if a corporation or a limited liability company
with voting securities, a majority of the total voting power of shares of stock
(or units) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by such Person or one or more of
the other Subsidiaries of such Person or a combination thereof, or (ii) if a
limited liability company without voting securities, partnership, association or
other business entity, a majority of the partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of such Person or entity or a combination
thereof. For purposes of this Agreement, a Person or Persons shall be deemed to
have a majority ownership interest in a limited liability company, partnership,
association or other business entity if such Person or Persons shall be
allocated a majority of limited liability company, partnership, association or
other business entity gains or losses or shall be or control any managing
director, managing member, or general partner of such limited liability company,
partnership, association or other business entity.
2. Demand Registrations.
(a) Requests for Registration.
(i) At any time after the fifth anniversary of the
date hereof, the holder(s) of a majority of the Saw Mill Registrable Securities
may request registration under the Securities Act of all or any portion of their
Registrable Securities on Form S-1 or any similar long-form registration (a
"Long-Form Registration").
(ii) At any time after the date twelve months after
the consummation of an initial Public Offering, the holder(s) of a majority of
the Saw Mill Registrable Securities may request registration under the
Securities Act of all or any portion of their Registrable Securities on Form S-1
or any similar long-form registration (also, a "Long-Form Registration"), or on
Form S-2 or S-3 or any similar short-form registration (a "Short-Form
Registration") if such a short form is available.
(iii) At any time after the date twelve months after
the consummation of an initial Public Offering, the holder(s) of a majority of
the Executive Registrable Securities may request registration under the
Securities Act of all or any portion of its or their Registrable Securities on
Form S-1 or any similar long-form registration (also, a "Long-Form
Registration"), or on Form S-2 or S-3 or any similar short-form registration
(also, a "Short-Form Registration") if such short form is available.
- 4 -
5
(iv) At any time after the date twelve months after
the consummation of an initial Public Offering, the holder(s) of a majority of
the Financial Investor Registrable Securities may request registration under the
Securities Act of all or any portion of its or their Registrable Securities on
Form S-2 or S-3 or any similar short-form registration (also, a "Short-Form
Registration") if such short form is available.
(v) All registrations requested pursuant to this
Section 2(a) are referred to herein as "Demand Registrations". Each request for
a Demand Registration (a "Demand Request") shall specify the approximate number
of Registrable Securities requested to be registered, the anticipated method or
methods of distribution and the anticipated per share price range for such
offering. Within ten days after receipt of any such Demand Request, the Company
will give written notice of such requested registration (which shall specify the
intended method of disposition of such Registrable Securities) to all other
holders of Registrable Securities (a "Company Notice") and the Company will
include (subject to the provisions of this Agreement) in such registration, all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within 20 days after the delivery of such Company
Notice; provided that any such other holder may withdraw its request for
inclusion at any time prior to executing the underwriting agreement or, if none,
prior to the applicable registration statement becoming effective.
(b) Long-Form Registrations.
(i) The holders of Saw Mill Registrable Securities
will be entitled to initiate three Long-Form Registrations which shall include
the registration of Registrable Securities which yield at least $10,000,000 of
net proceeds to the sellers of such Registrable Securities. A registration will
not count as one of the permitted Long-Form Registrations for purposes of the
preceding sentence unless and until it has become effective and no Long-Form
Registration will count as a Long-Form Registration for purposes of the
preceding sentence unless the applicable holders of Saw Mill Registrable
Securities sell at least 75% of the Registrable Securities requested to be
included by them in such registration.
(ii) Subject to the conditions contained in Section
2(a)(iii), the holders of Executive Registrable Securities will be entitled to
initiate two Long-Form Registrations which shall include the registration of
Registrable Securities which yield at least $10,000,000 of net proceeds to the
sellers of such Registrable Securities. A registration will not count as one of
the permitted Long-Form Registrations for purposes of the preceding sentence
unless and until it has become effective and no Long-Form Registration will
count as a Long-Form Registration for purposes of the preceding sentence unless
the applicable holders of Executive Registrable Securities sell at least 75% of
the Registrable Securities requested to be included by them in such
registration.
(iii) The Company will pay all Registration Expenses
in connection with any registration initiated as a Long-Form Registration
whether or not it has become effective.
(c) Short-Form Registrations.
(i) The holders of Saw Mill Registrable Securities
will be entitled to initiate six Short-Form Registrations which shall include
the registration of Registrable Securities
- 5 -
6
which yield at least $10,000,000 of net proceeds to the sellers of such
Registrable Securities. A registration will not count as one of the permitted
Short-Form Registrations for purposes of the preceding sentence unless and until
it has become effective and no Short-Form Registration will count as a
Short-Form Registration for purposes of the preceding sentence unless the
applicable holders of Saw Mill Registrable Securities sell at least 75% of the
Registrable Securities requested to be included by them in such registration.
Demand Registrations by holders of Saw Mill Registrable Securities will be
Short-Form Registrations whenever the Company is permitted to use any applicable
short form. After the Company has become subject to the reporting requirements
of the Exchange Act, the Company will use its best efforts to make Short-Form
Registrations on Form S-3 available for the sale of Saw Mill Registrable
Securities.
(ii) Subject to the conditions contained in Section
2(a)(iii), the holders of Executive Registrable Securities will be entitled to
initiate four Short-Form Registrations which shall include the registration of
Registrable Securities which yield at least $10,000,000 of net proceeds to the
sellers of such Registrable Securities. A registration will not count as one of
the permitted Short-Form Registrations for purposes of the preceding sentence
unless and until it has become effective and no Short-Form Registration will
count as a Short-Form Registration for purposes of the preceding sentence unless
the applicable holders of Executive Registrable Securities sell at least 75% of
the Registrable Securities requested to be included by them in such
registration. Demand Registrations by holders of Executive Registrable
Securities will be Short-Form Registrations whenever the Company is permitted to
use any applicable short form. After the Company has become subject to the
reporting requirements of the Exchange Act, the Company will use its best
efforts to make Short-Form Registrations on Form S-3 available for the sale of
Executive Registrable Securities.
(iii) Subject to the conditions contained in Section
2(a)(iv), the holders of Financial Investor Registrable Securities will be
entitled to initiate one Short-Form Registration which shall include the
registration of Registrable Securities which yield at least $10,000,000 of net
proceeds to the sellers of such Registrable Securities. A registration will not
count as the one permitted Short-Form Registration for purposes of the preceding
sentence unless and until it has become effective and no Short-Form Registration
will count as the one Short-Form Registration for purposes of the preceding
sentence unless the applicable holders of Financial Investor Registrable
Securities sell at least 75% of the Registrable Securities requested to be
included by them in such registration.
(iv) The Company will pay all Registration Expenses
in connection with any registration initiated as a Short-Form Registration
whether or not it has become effective.
(d) Priority on Demand Registrations.
(i) The Company will not include in any Demand
Registration any securities which are not Registrable Securities unless
holder(s) of a majority of the Registrable Securities initiating such Demand
Registration pursuant to Section 2(a) otherwise consent in writing.
(ii) If a Demand Registration is an underwritten
offering and the managing underwriters advise the Company in writing that in
their opinion the number of Registrable
- 6 -
7
Securities and, if permitted hereunder, other securities, requested to be
included in such offering exceeds the number of Registrable Securities and other
securities, if any, which can be sold in an orderly manner in such offering
within a price range acceptable to holder(s) of a majority of the Registrable
Securities initiating such Demand Registration pursuant to Section 2(a) and
without adversely affecting the marketability of the offering, then the Company
will include in such Demand Registration (A) first, the number of Registrable
Securities requested to be included in such Demand Registration by holders
initiating such Demand Registration as well as other holders who are permitted
under this Agreement to request the inclusion of Registrable Securities in such
Demand Registration, pro rata from among the holders of such Registrable
Securities according to the number of Registrable Securities requested by them
to be so included, and (B) second, any other securities of the Company requested
to be included in such registration, in such manner as the Company may
determine.
(e) Restrictions on Demand Registrations.
(i) The Company will not be obligated to file any
registration statement with respect to any Long-Form Registration within 180
days after the effective date of a previous Long-Form Registration or a previous
registration in which the holders of Registrable Securities were given piggyback
rights pursuant to Section 3 and in which there were included not less than 80%
of the number of Registrable Securities requested to be included.
(ii) The Company may postpone for up to 90 days the
filing or the effectiveness of a registration statement for a Demand
Registration if the Company determines that such Demand Registration would
reasonably be expected to have a material adverse effect on any proposal or plan
by the Company or any of its Subsidiaries to engage in any acquisition of assets
(other than in the ordinary course of business) or any merger, consolidation,
tender offer, reorganization or similar transaction; provided that in such
event the holders of Registrable Securities initiating such Demand Registration
pursuant to Section 2(a) will be entitled to withdraw such request and, if such
request is withdrawn, such Demand Registration will not count as one of the
permitted Demand Registrations hereunder and the Company will pay all
Registration Expenses in connection with such requested registration. The
Company may use the provisions of this clause (ii) to delay a Demand
Registration initiated by holders of (A) Saw Mill Registrable Securities, (B)
Executive Registrable Securities and (C) Financial Investor Registrable
Securities, in each case, only once during any twelve-month period.
(f) Selection of Underwriters.
(i) In the case of any Demand Registration initiated
by holders of a majority of the Saw Mill Registrable Securities, the holders of
a majority of the Saw Mill Registrable Securities to be included in such Demand
Registration will have the right to select the investment banker(s) and
manager(s) to administer the offering (which investment banker(s) and manager(s)
will be nationally recognized).
(ii) In the case of any Demand Registration initiated
by holders of a majority of the Executive Registrable Securities or by holders
of a majority of the Financial Investor Registrable Securities, the Company will
have the right to select the investment banker(s) and
- 7 -
8
manager(s) to administer the offering (which investment banker(s) and manager(s)
will be nationally recognized).
(g) Other Registration Rights. Except as provided in this
Agreement, after the date hereof, the Company will not grant to any Persons the
right to request the Company to register any Common Stock, or any securities
convertible or exchangeable into or exercisable for Common Stock, without the
prior written consent of the holders of a majority of the Saw Mill Registrable
Securities.
3. Piggyback Registrations.
(a) Right to Piggyback. Whenever the Company proposes to
register any of its Common Stock under the Securities Act for its own account or
for the account of any holder of Common Stock (other than pursuant to a Demand
Registration (in which case the ability of a holder of Registrable Securities to
participate in such Demand Registration shall be governed by Section 2 hereof,
including Section 2(a)(v) hereof), other than pursuant to a registration
statement on Form S-8 or S-4 or any similar or successor form, other than in
connection with a registration the primary purpose of which is to register debt
securities (i.e., in connection with a so-called "equity kicker"), and, other
than, unless the Company has received the prior written consent of holders of a
majority of the Saw Mill Registrable Securities, in connection with an initial
Public Offering) (a "Piggyback Registration"), the Company will give prompt
written notice to all holders of Registrable Securities of its intention to
effect such a registration and of such holders' rights under this Section 3(a).
Upon the written request of any holder of Registrable Securities (which request
shall specify the Registrable Securities intended to be disposed of by such
holder and the intended method of disposition thereof), the Company shall
include in such registration (subject to the provisions of this Agreement) all
Registrable Securities requested to be registered pursuant to this Section 3(a),
subject to Section 3(b) below, with respect to which the Company has received
written requests for inclusion therein within 20 days after the receipt of the
Company's notice; provided that any such other holder may withdraw its request
for inclusion at any time prior to executing the underwriting agreement or, if
none, prior to the applicable registration statement becoming effective.
(b) Priority on Primary Registrations. If a Piggyback
Registration is in part an underwritten primary registration on behalf of the
Company and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner in such
offering within a price range acceptable to the Company and without adversely
affecting the marketability of the offering, then the Company will include in
such registration (i) first, the securities the Company proposes to sell, (ii)
second, the Registrable Securities requested to be included in such
registration, pro rata from among the holders of such Registrable Securities
according to the number of Registrable Securities requested by them to be so
included, and (iii) third, any other securities requested to be included in such
registration, in such manner as the Company may determine.
(c) Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
the Company's securities, and the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be included
in such registration exceeds the number which can be sold in an orderly
- 8 -
9
manner in such offering within a price range acceptable to the holders initially
requesting such registration and without adversely affecting the marketability
of the offering, then the Company will include in such registration (i) first,
(A) the securities requested to be included therein by the holders requesting
such registration and (B) the Registrable Securities requested to be included in
such registration, pro rata from among such holders and the holders of such
Registrable Securities according to the number of Registrable Securities
requested by them to be so included, and (ii) second, any other securities
requested to be included in such registration, in such manner as the Company may
determine.
(d) Other Registrations. If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to
Section 2 or pursuant to this Section 3, and if such previous registration has
not been withdrawn or abandoned, then all the parties hereto agree that the
Company shall not be required to effect any other registration of any of its
equity or similar securities or securities convertible or exchangeable into or
exercisable for its equity or similar securities under the Securities Act
(except on Forms S-4 or S-8 or any successor or similar form or in connection
with a Demand Registration), whether on its own behalf or at the request of any
holder or holders of such securities, until a period of at least 180 days has
elapsed from the effective date of such previous registration.
(e) Registration Expenses. The Company will pay all
Registration Expenses in connection with any Piggyback Registration whether or
not such Piggyback Registration has become effective.
4. Holdback Agreements.
(a) Each holder of Registrable Securities hereby agrees not to
effect any sale or distribution of Common Stock, or any securities convertible
into or exchangeable or exercisable for Common Stock, during the seven days
prior to and the 180-day period beginning on the effective date of a Public
Offering (except as part of such Public Offering), unless the underwriters
managing such Public Offering otherwise agree (which agreement shall be equally
applicable to all holders of Registrable Securities).
(b) The Company (i) will not effect any sale or distribution
of Common Stock, or any securities convertible into or exchangeable or
exercisable for Common Stock, during the seven days prior to and during the
180-day period beginning on the effective date of a Public Offering (except as
part of such Public Offering), unless the underwriters managing such Public
Offering otherwise agree (which agreement shall be equally applicable to all
holders of Registrable Securities), and (ii) will cause each holder of Common
Stock or any securities convertible into or exchangeable or exercisable for
Common Stock, purchased from the Company at any time after the date of this
Agreement (other than in a Public Offering) to agree not to effect any sale or
distribution of any such securities during such period (except as part of such
Public Offering, if otherwise permitted), unless the underwriters managing such
Public Offering otherwise agree.
5. Registration Procedures. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this Agreement, the Company will use its best efforts to effect the
registration and the sale of such Registrable Securities in accordance
- 9 -
10
with the intended method of disposition thereof, and pursuant thereto the
Company will as expeditiously as possible:
(a) prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to cause
such registration statement to become effective (provided that before filing a
registration statement or prospectus or any amendments or supplements thereto,
the Company will furnish to the counsel selected pursuant to Section 6(b) below
copies of all such documents proposed to be filed, which documents will be
subject to the prompt review and reasonable comment of such counsel), and upon
filing such documents, the Company shall promptly notify in writing such counsel
of the receipt by the Company of any written comments by the SEC with respect to
such registration statement or prospectus or any amendment or supplement thereto
or any written request by the SEC for the amending or supplementing thereof or
for additional information with respect thereto;
(b) notify each holder of Registrable Securities of the
effectiveness of each registration statement filed hereunder and prepare and
file with the SEC such amendments and supplements to such registration statement
and the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than 180 days or, if
such registration statement relates to an underwritten offering, such longer
period as, in the opinion of counsel for the underwriters, a prospectus is
required by law to be delivered in connection with sales of Registrable
Securities by any underwriter or dealer or such shorter period as will terminate
when all of the securities covered by such registration statement have been
disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof as set forth in such registration statement (but in any event
not before the expiration of any longer period required under the Securities
Act), and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement during such
period in accordance with the intended methods of disposition by the sellers
thereof set forth in such registration statement and cause the prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 under the Securities Act;
(c) furnish to each seller of Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(d) if requested by the holders of a majority of the Saw Mill
Registrable Securities in connection with any Demand Registration requested by
such holders, use its commercially reasonable efforts to cause to be included in
such registration Common Stock having an aggregate value (based on the midpoint
of the proposed offering price range specified in the registration statement
used to offer such securities) of up to $50.0 million, to be offered in a
primary offering of the Company's securities contemporaneously with such
offering of Registrable Securities;
(e) use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
- 10 -
11
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller (provided that the Company will not be required
to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subsection, (ii) subject itself to
taxation in any such jurisdiction in any jurisdiction where it is not so subject
or (iii) consent to general service of process (i.e., service of process which
is not limited solely to securities law violations) in any such jurisdiction in
any jurisdiction where it is not so subject);
(f) promptly notify each seller of such Registrable
Securities, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, upon discovery that, or upon the discovery
of the happening of any event as a result of which the prospectus included in
such registration statement contains an untrue statement of a material fact or
omits any fact necessary to make the statements therein not misleading in light
of the circumstances under which they were made, and, at the request of any such
seller, the Company will, as soon as reasonably practicable, file and furnish to
all sellers a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will
not contain an untrue statement of a material fact or omit to state any fact
necessary to make the statements therein not misleading in light of the
circumstances under which they were made;
(g) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed and, if not so listed, to be listed on the Nasdaq National Market System
("Nasdaq Market") and, if listed on the Nasdaq Market, use its best efforts to
secure designation of all such Registrable Securities covered by such
registration statement as a Nasdaq "National Market System security" within the
meaning of Rule 11Aa2-1 under the Exchange Act or, failing that, to secure
Nasdaq Market authorization for such Registrable Securities and, without
limiting the generality of the foregoing, to arrange for at least two market
makers to register as such with respect to such Registrable Securities with the
National Association of Securities Dealers;
(h) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;
(i) enter into such customary agreements (including
underwriting agreements in customary form) and take all such other actions as
the holders of a majority of the Registrable Securities being sold or the
underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities (including, without limitation,
effecting a split or a combination of stock); provided that no holder of
Registrable Securities shall have any indemnification or contribution
obligations inconsistent with Section 7 hereof;
(j) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors, employees and independent accountants to supply all
information and participate in due diligence sessions reasonably requested by
any such seller, underwriter, attorney, accountant or agent in connection with
such registration statement;
- 11 -
12
(k) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering the
period of at least twelve months beginning with the first day of the Company's
first full calendar quarter after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act and Rule 158 promulgated thereunder;
(l) use reasonable best efforts to prevent the issuance of any
stop order ("Stop Order") suspending the effectiveness of a registration
statement, or of any order suspending or preventing the use of any related
prospectus or suspending the qualification of any securities included in such
registration statement for sale in any jurisdiction, and, in the event of such
issuance, the Company shall immediately notify the holders of Registrable
Securities included in such registration statement of the receipt by the Company
of such notification and shall use its best efforts promptly to obtain the
withdrawal of such order;
(m) use its best efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the
sellers thereof to consummate the disposition of such Registrable Securities,
and cooperate and assist with any filings to be made with the NASD;
(n) obtain one or more "cold comfort" letters, dated the
effective date of such registration statement (and, if such registration
includes an underwritten public offering, dated the date of the closing under
the underwriting agreement), signed by the Company's independent public
accountants in customary form and covering such matters of the type customarily
covered by "cold comfort" letters as the holders of a majority of the
Registrable Securities being sold reasonably request;
(o) provide a legal opinion of the Company's outside counsel,
dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, dated the date of the
closing under the underwriting agreement), with respect to the registration
statement, each amendment and supplement thereto, the prospectus included
therein (including the preliminary prospectus) and such other documents relating
thereto in customary form and covering such matters of the type customarily
covered by legal opinions of such nature; and
(p) use its best efforts to cause its officers to support the
marketing of the Registrable Securities being sold (including, without
limitation, participating in "road shows" as may be reasonably requested by the
underwriters administering the offering and sale of such Registrable Securities)
to the extent reasonably possible, taking into account such officers'
responsibility to manage the Company's business.
If any such registration or comparable statement refers to any holder by name or
otherwise as the holder of any securities of the Company and if in such holder's
sole and exclusive judgment, such holder is or might be deemed to be an
underwriter or a controlling person of the Company, such holder shall have the
right to (i) require the insertion therein of language, in form and substance
satisfactory to such holder and presented to the Company in writing, to the
effect that the holding by such holder of such securities is not to be construed
as a recommendation by such holder of the
- 12 -
13
investment quality of the Company's securities covered thereby and that such
holding does not imply that such holder will assist in meeting any future
financial requirements of the Company, or (ii) in the event that such reference
to such holder by name or otherwise is not required by the Securities Act or any
similar Federal statute then in force, require the deletion of the reference to
such holder; provided, that with respect to this clause (ii), if requested by
the Company, such holder shall furnish to the Company an opinion of counsel to
such effect, which opinion and counsel shall be reasonably satisfactory to the
Company.
6. Registration Expenses.
(a) All expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation all Registration
Expenses, will be borne by the Company.
(b) In connection with each Demand Registration and each
Piggyback Registration, the Company will reimburse the holders of Registrable
Securities included in such registration for the reasonable fees and
disbursements of one counsel chosen by the holders of a majority of the
Registrable Securities initially requesting such registration (which counsel
shall be retained to represent all such holders).
7. Indemnification.
(a) By the Company. The Company agrees to, and will cause each
of its Subsidiaries to agree to, indemnify, to the fullest extent permitted by
law, each holder of Registrable Securities, its officers, directors, members,
employees, agents, stockholders and general and limited partners and each Person
who controls such holder (within the meaning of the Securities Act and Exchange
Act) against any and all losses, claims, damages, liabilities and expenses (or
actions or proceedings, whether commenced or threatened, in respect thereof),
joint or several, arising out of or based upon any untrue or alleged untrue
statement of material fact contained in any registration statement, reports
required and other documents filed under the Exchange Act, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto, together
with any documents incorporated therein by reference, or any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or any violation or alleged violation by
the Company or any of its Subsidiaries of any federal, state, foreign or common
law rule or regulation and relating to action or inaction in connection with any
such registration, disclosure document or other document and shall reimburse
such holder, officer, director, member, employee, agent, stockholder, partner or
controlling Person for any legal or other expenses, including any amounts paid
in any settlement effected with the consent of the Company, which consent will
not be unreasonably withheld or delayed, incurred by such holder, officer,
director, member, employee, agent, stockholder, partner or controlling Person in
connection with the investigation or defense of such loss, claim, damage,
liability or expense, except insofar as the same are caused by or contained in
any information furnished in writing to the Company by such holder expressly for
use therein. In connection with an underwritten offering, the Company will
indemnify such underwriters, their officers, directors, agents and employees and
each Person who controls such underwriters (within the meaning of the Securities
Act) to the same extent as provided above with respect to the indemnification of
the holders of Registrable Securities.
- 13 -
14
(b) By the Holders. In connection with any registration
statement in which a holder of Registrable Securities is participating, each
such holder will furnish to the Company in writing such information and
affidavits about such holder as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to the extent
permitted by law, will indemnify the Company, its directors and officers and
each Person who controls the Company (within the meaning of the Securities Act)
and the other holders of Registrable Securities against any losses, claims,
damages, liabilities and expenses resulting from any untrue or alleged untrue
statement of material fact contained in the registration statement, prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent
that such untrue statement or omission is contained in any information or
affidavit so furnished in writing by such holder which authorizes its use in the
applicable document; provided, that the obligation to indemnify will be
individual, not joint and several, for each holder and will be limited to the
net amount of proceeds received by such holder from the sale of Registrable
Securities pursuant to such registration statement.
(c) Claim Procedures. Any Person entitled to indemnification
hereunder will (i) give prompt written notice to the indemnifying party of any
claim with respect to which it seeks indemnification (provided that the failure
to give prompt notice will not impair any Person's right to indemnification
hereunder to the extent such failure has not prejudiced the indemnifying party)
and (ii) unless in such indemnified party's reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist with
respect to such claim, permit the indemnifying party to assume the defense
thereof, jointly with any other indemnifying party similarly notified to the
extent it may wish, with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party will not be subject to
any liability for any settlement made by the indemnified party without its
consent (but such consent will not be unreasonably withheld or delayed) and the
indemnifying party shall not, without the consent of the indemnified party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof, a release from all liability in
respect of such claim or litigation provided by the claimant or plaintiff to
such indemnified party. An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay (i) the fees
and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim or (ii) any settlement made by any indemnified party without such
indemnifying party's consent (but such consent will not be unreasonably
withheld).
(d) Survival; Contribution. The indemnification provided for
under this Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer,
agent or employee and each other Person who participates as an underwriter in
the offering or sale of such securities and each other Person, if any, who
controls such indemnified party (within the meaning of the Securities Act), and
will survive the transfer of securities. The Company also agrees to make such
provisions, as are reasonably requested by any indemnified party, for
contribution to such party in the event the Company's indemnification is
unavailable for any reason.
- 14 -
15
8. Participation in Underwritten Registrations. No Person may
participate in any registration hereunder which is underwritten unless such
Person (a) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements (including, without limitation, pursuant to the
terms of any over-allotment or "green shoe" option requested by the managing
underwriter(s), provided that no holder of Registrable Securities will be
required to sell more than the number of Registrable Securities that such holder
has requested the Company to include in any registration) and (b) completes and
executes all customary questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements; provided, that no holder of Registrable Securities
included in any underwritten registration shall be required to make any
representations or warranties to the Company or the underwriters (other than
representations and warranties regarding such holder and such holder's intended
method of distribution) or to undertake any indemnification or contribution
obligations to the Company or the underwriters with respect thereto, except as
otherwise provided in Section 7.
9. Rule 144 Reporting. With a view to making available to the holders
of Registrable Securities the benefits of certain rules and regulations of the
SEC which may permit the sale of the Registrable Securities to the public
without registration, the Company agrees at its expense to use its best efforts
to:
(a) make and keep current public information available, within
the meaning of Rule 144 or any similar or analogous rule promulgated under the
Securities Act, at all times after it has become subject to the reporting
requirements of the Exchange Act;
(b) file with the SEC, in a timely manner, all reports and
other documents required of the Company under the Securities Act and Exchange
Act (after it has become subject to such reporting requirements); and
(c) so long as any party hereto owns any Registrable
Securities, furnish to such Person forthwith upon request (i) a written
statement by the Company as to its compliance with the reporting requirements of
said Rule 144 (at any time commencing 90 days after the effective date of the
first registration filed by the Company for an offering of its securities to the
general public), the Securities Act and the Exchange Act (at any time after it
has become subject to such reporting requirements), (ii) a copy of the most
recent annual or quarterly report of the Company, and (iii) such other reports
and documents as such Person may reasonably request in availing itself of any
rule or regulation of the SEC allowing it to sell any such securities without
registration.
10. Notices. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given when delivered if delivered
personally, sent via a nationally recognized overnight courier, or sent via
facsimile to the recipient, or if sent by certified or registered mail, return
receipt requested, will be deemed to have been given two business days
thereafter. Such notices, demands and other communications shall be sent to any
holder of Registrable Securities at such holder's last address on the records of
the Company, and to the Company at the address indicated below:
- 15 -
16
To the Company:
Calendar Holdings, Inc.
_______________________
_______________________
Attention: President
Telecopy No.: (___) ___-____
With a copy, which shall not constitute notice, to:
Saw Mill Capital L.L.C.
00 Xxx Xxxx Xxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Xxxxx X. Xxxxxx
Telecopy No.: (000) 000-0000
and
Xxxxxxxx & Xxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxx Xxxxx, Esq.
W. Xxxxx Xxxxxxx, Esq.
Telecopy No.: (000) 000-0000
To Saw Mill:
Saw Mill Capital Fund II, L.P.
00 Xxx Xxxx Xxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Xxxxx X. Xxxxxx
Telecopy No.: (000) 000-0000
With a copy, which shall not constitute notice, to:
Xxxxxxxx & Xxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxx Xxxxx, Esq.
W. Xxxxx Xxxxxxx, Esq.
Telecopy No.: (000) 000-0000
- 16 -
17
To Chase:
Chase Capital Investments, LLC
c/o Chase Capital Partners
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Xx.
Telecopy No.: (000) 000-0000
With a copy, which shall not constitute notice, to:
X'Xxxxxxxx Graev & Karabell, LLP
00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxx X. Xxxxxxx, Esq.
Telecopy No.: (000) 000-0000
To MassMutual:
Massachusetts Mutual Life Insurance Company
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxx
Xxx Xxxxxxxx
Telecopy No.: (000) 000-00000
To Northwestern:
The Northwestern Mutual Life Insurance Company
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Securities Department
Telecopy No.: (000) 000-0000
or such other address, telecopy number or to the attention of such other person
as the recipient party shall have specified by prior written notice to the
sending party.
11. Miscellaneous.
(a) No Inconsistent Agreements. The Company represents and
warrants to the holders of Registrable Securities that the registration rights
granted to the holders of such securities hereby do not conflict with any other
registration rights granted by the Company.
(b) Remedies. Any Person having rights under any provision of
this Agreement will be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto
- 17 -
18
agree and acknowledge that money damages may not be an adequate remedy for any
breach of the provisions of this Agreement and that any party may in its sole
discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or other security) for specific performance and for
other injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement.
(c) Amendments and Waivers. The provisions of this Agreement
may be amended or waived only upon the prior written consent of the Company,
holders of at least a majority of the Saw Mill Registrable Securities, holders
of at least a majority of the Executive Registrable Securities and holders of at
least a majority of the Other Registrable Securities; and any amendment to which
such written consent is obtained will be binding upon the Company and all
holders of Registrable Securities.
(d) Successors and Assigns. All covenants and agreements in
this Agreement by or on behalf of any of the parties hereto will bind and inure
to the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not, including any corporation which is a successor to
the Company.
(e) Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
(f) Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
will constitute one and the same Agreement.
(g) Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
(H) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF THE COMPANY'S
INCORPORATION, WITHOUT GIVING EFFECT TO ANY RULES, PRINCIPLES OR PROVISIONS OF
CHOICE OF LAW OR CONFLICT OF LAWS.
(i) No Strict Construction. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.
(j) Transfer. Prior to transferring any Registrable Securities
(other than a transfer pursuant to which such Securities cease to be Registrable
Securities) to any Person, the Person transferring such Registrable Securities
will cause the prospective transferee to execute and deliver to the Company a
joinder to this Agreement substantially in the form of Exhibit A hereto pursuant
to which the prospective transferee agrees to be bound by this Agreement to the
same extent as the
- 18 -
19
Person transferring such Registrable Securities with respect to the Registrable
Securities so transferred.
(k) Issuance by the Company of Equity Equivalents. The parties
hereto hereby acknowledge that, after the date hereof, the Company may issue
Equity Equivalents (including any Subordinated Debt Warrants) to certain Persons
(the "New Stockholders"). In connection with any such issuance, the parties
hereto agree that, with the prior written consent of holders of a majority of
the Saw Mill Registrable Securities, the Company may grant (but shall be under
no obligation to grant) such New Stockholders rights substantially similar to
the rights granted to the holders of Other Registrable Securities hereunder
(provided that, if such grant is made, each such New Stockholder is also subject
to the obligations of holders of Other Registrable Securities hereunder) by
causing each such New Stockholder to execute a joinder to this Agreement
substantially in the form of Exhibit A hereto.
* * * * *
- 19 -
20
IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement as of the date first above written.
CALENDAR HOLDINGS, INC.
By: ____________________________________
Name:
Title:
SAW MILL CAPITAL FUND II, L.P.
By: Saw Mill Investors II, LLC
Its: General Partner
By: ____________________________________
Name:
Title:
CHASE CAPITAL INVESTMENTS, LLC
By: Chase Capital Partners
Its: Manager
By: ____________________________________
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Partner
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By: Xxxxx X. Xxxxxx Incorporated
Its: Investment Advisor
By: ____________________________
Name:
Title:
21
[Continuation of Signature Page to this Registration Rights Agreement]
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: ____________________________________
Name:
Title:
___________________________________________
[CHAIRMAN]
___________________________________________
[CHIEF EXECUTIVE OFFICER]
22
EXHIBIT A
FORM OF JOINDER TO
REGISTRATION RIGHTS AGREEMENT
THIS JOINDER to the Registration Rights Agreement dated as of
__________, 2000 by and among Calendar Holdings, Inc., a Delaware corporation
(the "Company"), and certain equityholders of the Company (the "Agreement"), is
made and entered into as of _________ by and between the Company and
_________________ ("Holder"). Capitalized terms used herein but not otherwise
defined shall have the meanings set forth in the Agreement.
WHEREAS, Holder has acquired [COMMON STOCK/SUBORDINATED DEBT
WARRANTS/EQUITY EQUIVALENTS] and the Agreement and the Company require Holder,
as a holder of such [COMMON STOCK/SUBORDINATED DEBT WARRANTS/EQUITY
EQUIVALENTS], to become a party to the Agreement, and Holder agrees to do so in
accordance with the terms hereof.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Joinder hereby
agree as follows:
1. Agreement to be Bound. Holder hereby (i) acknowledges that
it has received and reviewed a complete copy of the Agreement and (ii) agrees
that upon execution of this Joinder, it shall become a party to the Agreement
and shall be fully bound by, and subject to, all of the covenants, terms and
conditions of the Agreement as though an original party thereto. In addition,
Holder hereby agrees that all Common Stock held by Holder shall be deemed
[EXECUTIVE/FINANCIAL/OTHER/SAW MILL] Registrable Securities and Registrable
Securities for all purposes of the Agreement.
2. Successors and Assigns. Except as otherwise provided
herein, this Joinder shall bind and inure to the benefit of and be enforceable
by the Company and its successors, heirs and assigns and Holder and any
subsequent holders of Registrable Securities and the respective successors,
heirs and assigns of each of them, so long as they hold any Registrable
Securities.
3. Notices. For purposes of Section 10 of the Agreement, all
notices, demands or other communications to the Holder shall be directed to:
[NAME]
[ADDRESS]
[TELECOPY NUMBER]
4. Counterparts. This Joinder may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
23
5. Governing Law. This Joinder shall be governed by and
construed in accordance with the laws of the state of the Company's
incorporation, without giving effect to any rules, principles or provisions of
choice of law or conflict of laws.
6. Descriptive Headings. The descriptive headings of this
Joinder are inserted for convenience only and do not constitute a part of this
Joinder.
- 2 -
24
IN WITNESS WHEREOF, the parties hereto have executed this
Joinder as of the date first above written.
CALENDAR HOLDINGS, INC.
By: _______________________________________
Name:
Title:
[HOLDER]
By: _______________________________________
Name:
Title:
- 3 -
