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Exhibit 99.1
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of April
29, 1994, among Scotsman Industries, Inc., a Delaware corporation (the
"Company") and the persons and entities listed on Schedule A hereto (such
persons and entities being hereinafter referred to as the "Investors").
1. Background. Pursuant to an Agreement and Plan of Merger dated as of
January 11, 1994, as amended, among the Company, Scotsman Acquisition
Corporation, a Delaware corporation, DFC Holding Corporation, a Delaware
corporation, The Delfield Company, a Delaware corporation, and certain of the
Investors (the "Merger Agreement"), the Investors are acquiring 2,000,000
shares (the "Preferred Shares") of the Company's Series A $0.62 Cumulative
Convertible Preferred Stock, par value $1.00 per share (the "Preferred Stock"),
1,200,000 shares of the Company's Common Stock, par value $.10 per share (the
"Common Stock"), together with associated common stock purchase rights (the
"Common Stock Purchase Rights") issued pursuant to the Rights Agreement, dated
as of April 1, 1989, as amended, between the Company and Xxxxxx Trust & Savings
Bank, as rights agent (such shares of Common Stock and associated Common Stock
Purchase Rights being referred to as the "Scotsman Fixed Shares"). Pursuant to
the Merger Agreement and the Whitlenge Share Acquisition Agreement dated as of
January 11, 1994, as amended, among the Company, Whitlenge Acquisition Limited,
Whitlenge Drink Equipment Limited and certain of the Investors, the Investors
may acquire up to an additional 651,733 shares of Common Stock, together with
associated Common Stock Purchase Rights (such additional shares of Common Stock
and associated Common Stock Purchase Rights being referred to as the "Scotsman
Contingent Shares"). The Preferred Shares are convertible into shares of
Common Stock (the "Conversion Shares") in accordance with the Certificate of
Designation of the Preferred Stock.
2. Registration Under Securities Act, etc.
2.1 Registration on Request. (a) Request. Subject to Section 2.9
hereof, upon the written request of one or more holders (the "Initiating
Holders") of Registrable Securities representing not less than 250,000 shares
of the Registrable Securities that the Company effect the registration under
the Securities Act of all or part of such Initiating Holders' Registrable
Securities, the Company will promptly give written notice of such requested
registration to all registered holders of Registrable Securities, and thereupon
the Company will file with the Commission a registration statement under the
Securities Act in accordance with Section 2.3 covering, and will use its
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best efforts to effect the registration under the Securities Act as
expeditiously as practicable of,
(i) the Registrable Securities which the Company has been so
requested to register by such Initiating Holders, and
(ii) all other Registrable Securities which the Company has been
requested to register by the holders thereof (such holders together with
the Initiating Holders are hereinafter referred to as the "Selling
Holders") by written request given to the Company within 30 days after
the giving of such written notice by the Company,
all to the extent requisite to permit the disposition of the Registrable
Securities so to be registered in the manner requested by the Selling Holders
as specified herein.
(b) Registration of Other Securities. Whenever the Company shall
effect a registration pursuant to this Section 2.1 in connection with an
offering and sale of Registrable Securities by one or more Selling Holders of
Registrable Securities (i) any Person other than a Selling Holder who holds
registration rights with respect to securities of the Company (each, a
"Registration Rights Holder"), shall have the right to include, to the extent
provided in the relevant agreement between the Company and the Registration
Rights Holder, in the registration made pursuant to this Section 2.1 the
securities held by the Registration Rights Holders to which such registration
rights relate, and (ii) the Company shall have the right to include in the
registration made pursuant to this Section 2.1 securities to be issued by the
Company (the securities for which Registration Rights Holders and the Company
can so require registration are herein referred to as "Additional Securities"),
unless in the case of an underwritten offering, the managing underwriter or
underwriters of such offering shall have advised the Selling Holders and the
Company in writing that the inclusion of such Additional Securities would
adversely affect such offering, in which case the number of Additional
Securities included in such registration shall be limited to the number that
will not, in the judgment of the managing underwriter or underwriters,
adversely affect the offering (such limited number to be allocated between the
Company and the affected Registration Rights Holders as they determine).
(c) Registration Statement Form. Registrations under this Section
2.1 shall be on an appropriate registration form of the Commission, as
reasonably determined by the Company consistent with the manner of sale
intended by the Selling Holders.
(d) Effective Registration Statement. A registration requested
pursuant to this Section 2.1 shall not be deemed to have been effected (i)
unless a registration statement with
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respect thereto has become effective and the Minimum Period has been completed
without the occurrence of any interference described in clause (ii) below, (ii)
if after it has become effective, such registration is interfered with by any
stop order, injunction or other order or requirement of the Commission or other
governmental agency or court for any reason not attributable to the Selling
Holders and such stop order, injunction, order or requirement has not been
lifted, and the effectiveness of such registration statement has not thereafter
been maintained for the number of days of the Minimum Period that remained at
the time such registration statement was first interfered with, or (iii) if the
conditions to closing specified in the underwriting agreement, if any, entered
into in connection with such registration are not satisfied, other than by
reason of some act or omission on the part of the Selling Holders, or waived.
(e) Selection of Underwriters. The underwriter or underwriters of
each underwritten offering of the Registrable Securities so to be registered
shall be selected by the Selling Holders of more than 50% of the Registrable
Securities so to be registered, subject to approval (not to be unreasonably
withheld) by the Company.
(f) Revocation of Request. Any Initiating Holder requesting
registration pursuant to Section 2.1(a) may revoke such request prior to the
effective date of the registration statement relating to such request, without
incurring any liability to the Company or any other holder of Registrable
Securities or other Person requesting registration of securities of the
Company, by providing a written notice to the Company revoking such request not
less than three business days prior to the proposed date of effectiveness of
such registration statement; provided, that if such registration statement does
not become effective solely because of such revocation, such Initiating Holder
shall reimburse the Company for all Registration Expenses incurred in
connection with such registration prior to or in connection with such
revocation and, provided further, that after any such revocation, such
Initiating Holder shall not, within six months after such revocation, again be
entitled to revoke a request for registration pursuant to this Section 2.1(f).
(g) Limitations on Registration on Request. Notwithstanding
anything in this Agreement to the contrary, in no event will the Company be
required to (i) effect, in the aggregate, more than three registrations
pursuant to this Section 2.1, or (ii) effect a registration in which the
aggregate number of shares of Registrable Securities is less than 250,000, or
(iii) file a registration statement pursuant to a request made under Section
2.1 within 120 days of the end of the Minimum Period relating to a previous
registration requested under Section 2.1.
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2.2 Incidental Registration. (a) Right to Include Registrable
Securities. If the Company at any time proposes to register any of its
securities under the Securities Act by registration on Forms X-0, X-0 or S-3 or
any successor or similar form(s) (except registrations on such Forms or similar
form(s) solely for registration of securities in connection with an employee
benefit plan (on Form S-8 or any successor form) or dividend reinvestment plan
or in connection with a merger or consolidation or an exchange offer), whether
or not for sale for its own account, it will, subject to Section 2.9 hereof,
each such time give prompt written notice to all registered holders of
Registrable Securities of its intention to do so (and, if such registration is
an underwritten offering, the proposed managing underwriter or underwriters of
such offering). Upon the written request of any such holder (a "Requesting
Holder") made as promptly as practicable and in any event within 30 days after
the receipt of any such notice (7 days after telephonic notice if the Company
gives telephonic notice to all registered holders of Registrable Securities,
with written confirmation to follow promptly thereafter, stating that (i) such
registration will be on Form S-3 and (ii) such shorter period of time is
required because of a planned filing date), which request shall specify the
Registrable Securities intended to be disposed of by such Requesting Holder,
the Company will, subject to Section 2.9 hereof, use its best efforts to effect
the registration under the Securities Act of all Registrable Securities which
the Company has been so requested to register by the Requesting Holders
thereof, provided that if, at any time after giving written notice of its
intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason not to register or to delay registration of such
securities the Company may, at its election, give written notice of such
determination to each Requesting Holder of Registrable Securities and (i) in
the case of a determination not to register, shall be relieved of its
obligation to register any Registrable Securities in connection with such
registration (but not its obligation to pay Registration Expenses incurred in
connection with such registration) and (ii) in the case of a determination to
delay registering, shall be permitted to delay registering any Registrable
Securities, for the same period as the delay in registering such securities.
No registration effected under this Section 2.2 shall relieve the Company of
its obligation to effect any registration upon request under Section 2.1.
(b) Priority in Incidental Registrations. If a registration
pursuant to this Section 2.2 involves an underwritten offering and the senior
managing underwriter of such underwritten offering shall advise the Company in
writing (with a copy to each holder of Registrable Securities requesting
registration) that, in its opinion, the number or type of Registrable
Securities requested to be included in such
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registration is a number or type which would adversely affect such offering,
then the Company shall include in such registration, to the extent of the
number and type which the Company is so advised can be sold in (or during the
time of) such offering, first, all securities proposed by the Company to be
sold for its own account, second, such Registrable Securities and other
securities of the Company with respect to which the holders thereof have the
right to require the Company to register such securities in connection with any
registration of securities to be offered by the Company ("Other Securities")
requested to be included in such registration, such Registrable Securities and
Other Securities to be included in such registration pro rata on the basis of
the estimated gross proceeds from the sale thereof, and third, any other
securities of the Company requested to be included in such registration. There
shall be no limit on the number or registrations that may be requested pursuant
to this Section 2.2.
(c) Limitations on Incidental Registrations. Notwithstanding
anything in this Section 2.2 to the contrary, in no event will the Company be
required to (i) grant a request to include Registrable Securities in any
"shelf" registration filed pursuant to Rule 415 under the Securities Act, or
any successor rule, relating solely to the offering of debt securities by the
Company, or (ii) grant a request to include Registrable Securities in any
registration unless the number of shares of all Registrable Securities which
the Company has been so requested to register by the Requesting Holders thereof
(without giving effect to the application of the foregoing subsection (b)) is
at least 100,000.
2.3 Registration Procedures. If and whenever the Company is
required to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act as provided in Sections 2.1 and 2.2, the
Company will as expeditiously as possible:
(i) prepare and file with the Commission, as promptly as
practicable, but in any event no later than 120 days after receipt of a
request for registration with respect to Registrable Securities (60 days
in the event of a registration pursuant to Section 2.1 that is not a
registration statement on Form S-1 or any successor or similar form), the
requisite registration statement to effect such registration and
thereafter use its best efforts to cause such registration statement to
become and remain effective for the Minimum Period (defined in clause
(ii) below), provided, however, that the Company may discontinue any
registration of its securities which are not Registrable Securities (and,
under the circumstances specified in the proviso to the second sentence
of Section 2.2(a), its securities which are Registrable Securities) at
any time
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prior to the effective date of the registration statement relating
thereto;
(ii) prepare and file with the Commission such amendments,
including post-effective amendments, and supplements to such registration
statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective and to comply
with the provisions of the Securities Act and the rules and regulations
thereunder with respect to the disposition of all Registrable Securities
covered by such registration statement for such period as shall be
required for the disposition of all of such Registrable Securities,
provided that such period need not exceed 90 days (such period being
referred to in this Agreement as the "Minimum Period"); furnish, prior to
filing with the Commission, to each seller of Registrable Securities
covered by a registration statement in connection with a registration
pursuant to Section 2.1 a copy of any amendment, post-effective amendment
or supplement to such registration statement or the prospectus used in
connection therewith and shall not, unless required by law as advised by
counsel in writing, file any such amendment or supplement to which the
holders of at least 50% of the Registrable Securities covered by such
registration statement shall have reasonably objected within two days
after receipt of such document; notify each seller of Registrable
Securities covered by a registration statement pursuant to Section 2.1 or
2.2 of any stop order issued or threatened by the Commission and take all
reasonable actions required to prevent the entry of such stop order or to
remove it if entered; and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement during the Minimum Period in accordance with the
intended methods of disposition by the sellers thereof set forth in such
registration statement;
(iii) furnish to each seller of Registrable Securities covered by
such registration statement such number of conformed copies of such
registration statement and the prospectus included therein (including
each preliminary prospectus) and of each such amendment, including
post-effective amendments, and supplement thereto (in each case including
all exhibits), such number of copies of the prospectus contained in such
registration statement (including each preliminary prospectus) and any
other prospectus filed under Rule 424 under the Securities Act, in
conformity with the requirements of the Securities Act, such documents,
if any, incorporated by reference in such registration statement or
prospectus, and such other documents, as such seller may reasonably
request;
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(iv) use its best efforts (x) to register or qualify all
Registrable Securities and other securities covered by such registration
statement under such other securities or blue sky laws of such States and
territories of the United States of America where an exemption is not
available and as the sellers of Registrable Securities covered by such
registration statement shall reasonably request in writing, (y) to keep
such registration or qualification in effect for so long as such
registration statement remains in effect, and (z) to take any other
action which may be reasonably necessary or advisable to enable such
sellers to consummate the disposition in such jurisdictions of the
securities to be sold by such sellers, except that the Company shall not
for any such purpose be required to qualify generally to do business as a
foreign corporation in any jurisdiction wherein it would not but for the
requirements of this subdivision (iv) be obligated to be so qualified or
to consent to general service of process in any such jurisdiction;
(v) use its best efforts to cause all Registrable Securities
covered by such registration statement to be registered with or approved
by such other Federal or state governmental agencies or authorities as
may be necessary to enable the seller or sellers thereof to consummate
the disposition of such Registrable Securities;
(vi) furnish to each seller of such Registrable Securities a signed
counterpart, addressed to each such seller, of (i) an opinion of counsel
for the Company (who may be in-house counsel for the Company), and (ii)
a "comfort" letter signed by the independent public accountants who have
certified the Company's financial statements included in such
registration statement, covering substantially the same matters with
respect to such registration statement (and the prospectus included
therein) and, in the case of such comfort letter, with respect to events
subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer's counsel and in comfort letters delivered
to underwriters in underwritten public offerings of such securities (and
dated the dates such opinions and comfort letters are customarily dated)
and, in the case of the comfort letter, such other financial matters as
the holders of more than 50% of the Registrable Securities covered by
such registration statement may reasonably request;
(vii) notify, as soon as reasonably practicable, each seller of
Registrable Securities covered by such registration statement, (A) when
or if the prospectus or any prospectus supplement or post-effective
amendment has been filed, and, with respect to the registration statement
or any post-effective amendment, when the same has become
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effective, (B) of any request by the Commission for amendments or
supplements to the registration statement or the prospectus or for
additional information, (C) of the receipt by the Company of any
notification with respect to the suspension of the qualification of
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose and (D) at any time when a
prospectus relating thereto is required to be delivered under the
Securities Act, upon discovery that, or upon the happening of any event
as a result of which, the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, in the light of
the circumstances under which they were made, and at the request of any
such seller promptly prepare and furnish (subject to the proviso below)
to it a reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter delivered to
the purchasers of such securities, such prospectus shall not include 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
not misleading in the light of the circumstances under which they were
made; provided, however, that the prompt delivery of such a supplement to
or amendment of such prospectus may be delayed by the Company pursuant to
Section 2.6(b) below.
(viii) use its best efforts to list the Registrable Securities
which are shares of Common Stock and which are covered by such
registration statement with any securities exchange or automated
quotation system on which the Common Stock of the Company is then listed;
(ix) enter into such customary agreements (including an
underwriting agreement in customary form) and take all such other actions
as the holders of at least 50% 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
customary indemnification;
(x) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable, an earnings
statement covering the period of at least 12 months beginning with the
first full month after the effective date of such registration statement,
which earnings statement shall satisfy the provisions of Section 11(a) of
the Securities Act (it being understood that the Company may rely upon
Rule 158 of the Securities Act in its compliance with this subclause
(x)).
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The Company may require each seller of Registrable Securities as to which any
registration is being effected to furnish the Company such information
regarding such seller and the distribution of such securities as the Company
may from time to time reasonably request in writing and as shall be required by
law or by the Commission in connection therewith.
Each seller of Registrable Securities agrees, by requesting
registration thereof, that upon receipt of any notice from the Company of the
happening of any event of the kind described in subdivision (vii)(D) of this
Section 2.3, such holder will forthwith discontinue such holder's disposition
of Registrable Securities pursuant to the registration statement relating to
such Registrable Securities until such holder's receipt of the copies of the
supplemented or amended prospectus contemplated by subdivision (vii)(D) of this
Section 2.3 or until it is advised in writing by the Company that the use of
the prospectus may be resumed (the "Advice") and, if so directed by the
Company, will deliver to the Company (at the Company's expense) all copies,
other than permanent file copies, then in such holder's possession of the
prospectus relating to such Registrable Securities current at the time of
receipt of such notice. In the event that the Company shall give any notice of
the happening of any event of the kind described in subdivision (vii)(D) of
this Section 2.3, the Minimum Period with respect to such registration
statement shall be extended by the number of days during the period from and
including the date of the giving of such notice to and including the date of
the Advice or the date when the Company furnishes to each seller of Registrable
Securities covered by such registration statement copies of the amended or
supplemented prospectus contemplated by subdivision (vii)(D) of this Section
2.3.
2.4 Underwritten Offerings. (a) Requested Underwritten Offerings.
If requested by the underwriters for any underwritten offering by holders of
Registrable Securities pursuant to a registration requested under Section 2.1,
the Company will use its best efforts to enter into an underwriting agreement
with such underwriters for such offering, such agreement to be reasonably
satisfactory in substance and form to the Company, each such holder and the
underwriters and to contain such representations and warranties by the Company
and such other terms as are generally prevailing in agreements of that type,
including, without limitation, indemnities and the furnishing of an opinion of
counsel and "comfort" letters from the Company's independent public
accountants. The holders of the Registrable Securities proposed to be
distributed by such underwriters will cooperate with the Company in the
negotiation of the underwriting agreement. The holders of Registrable
Securities to be distributed by such underwriters shall, at the request of such
underwriters, be parties to the underwriting agreement between the Company and
such underwriters, and such holders may, at their option, require that the
representations and warranties by, and
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the other agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of such holders of
Registrable Securities and the conditions precedent to the obligations of the
underwriters shall be conditions precedent to the obligations of such holders.
Such holders of Registrable Securities shall not be required to make any
representations or warranties to or agreements with the Company or the
underwriters other than reasonable representations, warranties and agreements
regarding such holder, such holder's Registrable Securities, such holder's
intended method of disposition and any other representations or warranties
required by law.
(b) Incidental Underwritten Offerings. If the Company proposes to
register any of its securities under the Securities Act as contemplated by
Section 2.2 and such securities are to be distributed by or through one or more
underwriters, the Company will, subject to Section 2.9 hereof, if requested by
any Requesting Holder of Registrable Securities, use its best efforts to
arrange for such underwriters to include all the Registrable Securities to be
offered and sold by such Requesting Holder among the securities of the Company
to be distributed by such underwriters. The holders of Registrable Securities
to be distributed by such underwriters shall, at the request of such
underwriters, be parties to the underwriting agreement between the Company and
such underwriters and such holders may, at their option, require that the
representations and warranties by, and the other agreements on the part of, the
Company to and for the benefit of such underwriters shall also be made to and
for the benefit of such holders of Registrable Securities and the conditions
precedent to the obligations of the underwriters shall be conditions precedent
to the obligations of such holders. Such holders of Registrable Securities
shall not be required to make any representations or warranties to or
agreements with the Company or the underwriters other than reasonable
representations, warranties and agreements regarding such holder, such holder's
Registrable Securities, such holder's intended method of disposition and any
other representations or warranties required by law. Notwithstanding the
foregoing provisions of this Section 2.4(b), the Company need not include any
Registrable Securities of any such Requesting Holder in an underwritten
offering of the Company's securities under the circumstances contemplated by
Section 2.2(b) above.
2.5 Preparation; Reasonable Investigation. In connection with the
preparation and filing of each registration statement under the Securities Act
pursuant to this Agreement, the Company will give the holders of Registrable
Securities registered under such registration statement, their underwriters, if
any, and their respective counsel the opportunity to participate in the
preparation of such registration statement, and, to the extent practicable,
each amendment thereof or supplement thereto, and give each of them such access
to the
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books, records and properties of the Company and its subsidiaries (to the
extent customarily given to the underwriters of the Company's securities), such
opportunities to discuss the business of the Company with its officers and the
independent public accountants who have certified its financial statements, and
to have such officers and accountants supply such information, as shall be
reasonably requested by any such person in connection with a reasonable
investigation within the meaning of the Securities Act.
2.6 Limitations, Conditions and Qualifications to Obligations under
Registration Covenants. The obligations of the Company to use its best efforts
to cause the Registrable Securities to be registered under the Securities Act
are subject to each of the following limitations, conditions and
qualifications:
(a) The Company shall not be obligated to file any registration
statement pursuant to Section 2.1 hereof at any time if the Company would be
required to include financial statements audited as of any date other than the
end of its fiscal year.
(b) The Company shall be entitled to postpone for a reasonable
period of time (but not exceeding 90 days) the filing, effectiveness,
supplementing or amending of any registration statement otherwise required to
be prepared and filed by it pursuant to Section 2.1 if the Company in its good
faith judgment determines that such registration and offering would interfere
with any material financing, acquisition, disposition, corporate reorganization
or other material transaction involving the Company or any of its subsidiaries
or Affiliates then planned, pending or in progress or would require public
disclosure thereof (unless public disclosure thereof has previously been made)
and gives the holders of Registrable Securities requesting registration thereof
pursuant to Section 2.1 prompt written notice of such determination and an
approximation of the anticipated delay; provided, however, that after any
exercise of its right to postpone the filing, effectiveness, supplementing or
amending of a registration statement under this Section 2.6(b), the Company
shall not, within six months of the expiration of any such postponement,
exercise again its right of postponement under this Section 2.6(b). If the
Company shall so postpone the filing of a registration statement, such holders
of Registrable Securities requesting registration thereof pursuant to Section
2.1 shall have the right to withdraw the request for registration by giving
written notice to the Company within 30 days after receipt of the notice of
postponement and, in the event of such withdrawal, such request shall not be
counted for purposes of the requests for registration to which holders of
Registrable Securities are entitled pursuant to Section 2.1 hereof. The
Investors hereby acknowledge that any notice given by the Company pursuant to
this Section 2.6(b) shall constitute material non-public information and that
the United States securities laws
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prohibit any Person who has material non-public information about a company
from purchasing or selling securities of such company or from communicating
such information to any other Person under circumstances in which it is
reasonably foreseeable that such Person is likely to purchase or sell such
securities.
(c) The Company shall not be obligated to file any registration
statement pursuant to Section 2.1 hereof if, within 15 days after the Company's
receipt of the written request of the Initiating Holders, the Company notifies
such Initiating Holders that, prior to the Company's receipt of such request,
it had, and it currently has, a plan or intention promptly to register its
equity securities under the Securities Act. Holders of Registrable Securities
shall have any rights to participate in any such registration on the terms
provided in Section 2.2 hereof.
2.7 Indemnification and Contribution. (a) In the event of a
registration of any Registrable Securities under the Securities Act pursuant to
Section 2, the Company will indemnify and hold harmless, to the full extent
permitted by law, each seller of Registrable Securities thereunder, its
directors, officers, partners and Affiliates, each underwriter of such
Registrable Securities thereunder and each other Person, if any, who controls
such seller of Registrable Securities or underwriter within the meaning of the
Securities Act or the Exchange Act, against any and all losses, claims,
damages, liabilities and expenses (including reasonable costs of investigation
and reasonable attorneys' fees), joint or several, to which such seller of
Registrable Securities, its directors, officers, partners or Affiliates,
underwriters or controlling persons may become subject under the Securities
Act, common law or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement of any material
fact contained in any registration statement under which such Registrable
Securities were registered under the Securities Act pursuant to Section 2, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereof, or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will pay or reimburse each such seller
of Registrable Securities, its directors, officers, partners and Affiliates,
each such underwriter and each such controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case if and to the extent that
any such loss, claim, damage or liability (or action in respect thereof) arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in reliance upon and in conformity with
information furnished in
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writing by any such seller of Registrable Securities, its directors, officers,
partners or Affiliates, any such underwriter or any such controlling person, as
the case may be, specifically for use in such registration statement,
prospectus, amendment or supplement, and provided further that the Company
shall not be liable to any Person who participates as an underwriter in the
offering or sale of Registrable Securities or any other Person, if any, who
controls such underwriter within the meaning of the Securities Act, in any such
case to the extent that any such loss, claim, damage, liability (or action in
respect thereof) or expense arises out of such Person's failure, at or prior to
the written confirmation of the sale of Registrable Securities to the Person
asserting an untrue statement or alleged untrue statement or omission or
alleged omission in a preliminary prospectus, to send or give a copy of the
final prospectus, as the same may be then supplemented or amended, to such
Person if such statement or omission was corrected in such final prospectus and
copies thereof were previously furnished to such underwriter. Such indemnity
shall remain in full force and effect regardless of any investigation made by
or on behalf of such seller or underwriter or any such director, officer,
controlling person, partner or Affiliate and shall survive the transfer of such
securities by such seller.
(b) In the event of a registration of any Registrable Securities
under the Securities Act pursuant to Section 2, each seller of Registrable
Securities thereunder, severally and not jointly, will indemnify and hold
harmless the Company, each Person, if any, who controls the Company within the
meaning of the Securities Act, each officer of the Company, each director of
the Company, each underwriter and each Person who controls any underwriter
within the meaning of the Securities Act or Exchange Act, against all losses,
claims, damages or liabilities, joint or several, to which the Company or such
officer, director, underwriter or controlling person may become subject under
the Securities Act, common law or otherwise, but only insofar as such losses,
claims, damages or liabilities (or actions in respect thereof), arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact or omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, made in reliance upon and in conformity with information furnished
in writing to the Company by such seller of Registrable Securities specifically
for use in such registration statement under which such Registrable Securities
were registered under the Securities Act pursuant to Section 2, any preliminary
prospectus or final prospectus contained therein, or any amendment or
supplement thereof, and will pay or reimburse the Company and each such
officer, director, underwriter and controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided further
that such seller of Registrable Securities shall not be
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liable to any Person who participates as an underwriter in the offering or sale
of Registrable Securities or any other Person, if any, who controls such
underwriter within the meaning of the Securities Act, in any such case to the
extent that any such loss, claim, damage, liability (or action in respect
thereof) or expense arises out of such Person's failure, at or prior to the
written confirmation of the sale of Registrable Securities to the Person
asserting an untrue statement or alleged untrue statement or omission or
alleged omission in a preliminary prospectus, to send or give a copy of the
final prospectus, as the same may be then supplemented or amended, to such
Person if such statement or omission was corrected in such final prospectus and
copies thereof were previously furnished to such underwriter.
(c) Promptly after receipt by an indemnified party hereunder of
written notice of any claim or the commencement of any action or proceeding,
such indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party hereunder, notify the indemnifying party in
writing thereof, but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to such indemnified party other
than under this Section 2.7 and shall only relieve it from any liability which
it may have to such indemnified party under this Section 2.7 if and to the
extent the indemnifying party is materially prejudiced by such omission. In
case any such action shall be brought against any indemnified party and the
indemnified party shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate in and, to the
extent it shall wish, to assume and undertake the defense thereof with counsel
selected by the indemnifying party and reasonably satisfactory to the
indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under this Section 2.7 for legal and other expenses subsequently incurred by
such indemnified party in connection with the defense thereof; provided,
however, that if the indemnified party shall have reasonably concluded that
there are or may be legal defenses or rights available to the indemnified party
(which have not been waived) in any such action which are or may be in actual
or potential conflict with those available to the indemnifying party, the
indemnified party shall have the right to select one law firm to act as
separate counsel and to assume such legal defenses and otherwise to participate
in the defense of such action, with the reasonable fees and expenses of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred. The parties agree to
cooperate in any such defense and to give each other full access to all
information relevant thereto. The indemnifying party shall not be obligated to
indemnify any party hereunder for any settlement entered into without the
indemnifying party's prior written consent (not to be
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unreasonably withheld). No indemnifying party, in the defense of any such
claim or litigation against an indemnified party, shall consent to entry of any
judgment or enter into any settlement which provides for injunctive relief or
other non-monetary relief affecting the indemnified party or that does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
of such claim or litigation, unless in each such case such indemnified party
shall otherwise consent in writing (not to be unreasonably withheld).
(d) In order to provide for just and equitable contribution in any
case in which either (i) any seller of Registrable Securities exercising
registration rights under Section 2, its directors, officers, partners or
Affiliates, or any controlling person of any such seller of Registrable
Securities, makes a claim for indemnification pursuant to this Section 2.7, but
such indemnification is unavailable for any reason, notwithstanding the fact
that this Section 2.7 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of any such
seller of Registrable Securities, its directors, officers, partners or
Affiliates, or any such controlling person in circumstances for which
indemnification is provided under this Section 2.7; then, and in each such
case, the Company and such seller of Registrable Securities shall contribute to
the aggregate losses, claims, damages or liabilities to which they may be
subject (after contribution from others) in such proportion as is appropriate
to reflect both the relative benefit received by the Company and such seller of
Registrable Securities, its directors, officers, partners or Affiliates or any
such controlling person and the relative fault of the Company and such seller
of Registrable Securities, its directors, officers, partners or Affiliates or a
such controlling person; provided, however, that, in any such case, no Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) will be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation. For purposes of the preceding sentence, the
relative benefit received by a Person shall be deemed to be in the same
proportion as the public offering price of its Registrable Securities offered
by the registration statement bears to the public offering price of all
securities offered by such registration statement; and the relative fault of
the Company and seller of Registrable Securities, its directors, officers,
partners or Affiliates or any such controlling person shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission of a material fact relates to
information supplied by the Company or by the seller of Registrable Securities,
its directors, officers, partners or Affiliates or any such controlling person
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
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2.8 Restriction on Public Sale by Holders of Registrable Securities.
Each holder of Registrable Securities agrees, if so requested by the managing
underwriter or underwriters in connection with any registration statement filed
by the Company pursuant to Section 2.2 in an underwritten public offering, not
to effect any public sale or distribution of equity securities of the Company,
or any securities convertible into or exchangeable or exercisable for such
equity securities, during the three days prior to, and during the 90 day period
beginning on, the effective date of such registration statement (except as a
part of such registration).
2.9 Conditions and Limitations on Registrations of Registrable
Securities. The Company shall not be required to effect any registration of
Registrable Securities pursuant to Section 2.2 hereof if it shall deliver to
the holder or holders requesting such registration an opinion of counsel
reasonably satisfactory to such holders to the effect that the Registrable
Securities requested to be registered may be sold by such holder without
restriction or limitation and without registration under the Securities Act.
2.10 Expenses. All Registration Expenses, but not Selling Expenses,
shall be borne by the Company.
2.11 Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
times permit the sale of the Registrable Securities to the public without
registration, the Company agrees that it will:
(a) make and keep public information available, as contemplated by
Rule 144 under the Securities Act;
(b) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act; and
(c) furnish to each holder of Registrable Securities forthwith upon
its request a written statement by the Company as to its compliance with the
reporting requirements of such Rule 144.
3. Definitions. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:
"Additional Securities" has the meaning specified in Section 2.1.
"Advice" has the meaning specified in Section 2.3.
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"Affiliate" of a Person means any other Person that directly or
indirectly, through one or more intermediaries, is controlled by, controls, or
is under common control with, such Person.
"Associate" of a Person means (i) a corporation or organization of
which such Person is an officer or partner or is, directly or indirectly, the
beneficial owner of 10 percent or more of a class of equity securities, (ii)
any trust or other estate in which such Person has a substantial beneficial
interest or as to which such Person serves as trustee or in a similar capacity
and (iii) any relative or spouse of such Person, or any relative of such
spouse, who has the same home as such Person or who is a director or officer of
the Person or any of its parents or subsidiaries.
"Commission" means the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.
"Common Stock" has the meaning specified in Section 1.
"Common Stock Purchase Rights" has the meaning specified in Section
1.
"Conversion Shares" has the meaning specified in Section 1.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Initiating Holder" has the meaning specified in Section 2.1.
"Merger Agreement" has the meaning specified in Section 1.
"Minimum Period" has the meaning specified in Section 2.3(ii).
"Other Securities" has the meaning specified in Section 2.2.
"Person" means a corporation, an association, a partnership, an
organization, a business, an individual, a governmental or political
subdivision thereof or a governmental agency.
"Preferred Shares" has the meaning specified in Section 1.
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"Preferred Stock" has the meaning specified in Section 1.
"Registration Expenses" means all expenses incident to the Company's
performance of or compliance with Section 2, including, without limitation, all
SEC, stock exchange and NASD registration, filing and other fees, all fees and
expenses of complying with securities or blue sky laws (including, without
limitation, reasonable fees and disbursements of counsel for the underwriters
in connection with "blue sky" qualifications of the Registrable Securities),
all word processing, duplicating and printing expenses, messenger and delivery
expenses, all fees and expenses incurred in connection with the listing of the
Registrable Securities which are Common Stock to be registered on each
securities exchange or national market system on which such securities are to
be listed, all fees and disbursements of underwriters customarily paid by
issuers or sellers of securities, the fees and disbursements of counsel for the
Company and of its independent public accountants, including the expenses of
"cold comfort" letters required by or incident to such performance and
compliance, and fees of transfer agents.
"Registrable Securities" means (i) the Preferred Shares, (ii) when
issued, any Conversion Shares, (iii) the Scotsman Fixed Shares and (iv) when is
sued, any Scotsman Contingent Shares. As to any particular Registrable
Securities, once issued such securities shall cease to be Registrable
Securities when (a) a registration statement with respect to the sale of such
securities shall have become effective under the Securities Act and such
securities have been sold, (b) such securities shall have been sold as
permitted by Rule 144 (or any successor provision) under the Securities Act,
(c) such securities shall have been otherwise transferred to a Person other
than an Investor, new certificates for them not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent public
distribution of such securities shall not require registration of them under
the Securities Act, or (d) such securities shall have ceased to be outstanding.
"Registration Rights Holder" has the meaning specified in Section
2.1.
"Requesting Holder" has the meaning specified in Section 2.2.
"Scotsman Contingent Shares" has the meaning specified in Section 1.
"Scotsman Fixed Shares" has the meaning specified Section 1.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar Federal statute, and the rules and
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regulations of the Commission thereunder, all as the same shall be in effect
at the time.
"Selling Expenses" means all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities and all fees and
expenses of counsel to Selling Holders.
"Selling Holder" has the meaning specified in Section 2.1.
4. Amendments and Waivers. This Agreement may be amended with the
consent of the Company and the Company may take any action herein prohibited,
or omit to perform any act herein required to be performed by it, only if the
Company shall have obtained the written consent to such amendment, action or
omission to act, of the holder or holders of at least a majority of the shares
of the Registrable Securities; provided, however, that if a proposed amendment,
action or omission to act will affect only Preferred Shares, only Conversion
Shares, only Scotsman Fixed Shares, or only Scotsman Contingent Shares, then
such amendment, action or omission to act may be approved by the holder or
holders of a majority or more of the affected Preferred Shares, Conversion
Shares, Scotsman Fixed Shares, or Scotsman Contingent Shares, as the case may
be. Each holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any consent authorized by this Section 4, whether
or not such Registrable Securities shall have been marked to indicate such
consent.
5. Nominees for Beneficial Owners. In the event that any
Registrable Securities are held by a nominee or trustee for the beneficial
owner thereof, the beneficial owner thereof may, at its election in writing
delivered to the Company, be treated as the holder of such Registrable
Securities for purposes of any request or other action by any holder or holders
of Registrable Securities pursuant to this Agreement or any determination of
any number or percentage of Registrable Securities held by any holder or
holders of Registrable Securities contemplated by this Agreement. If the
beneficial owner of any Registrable Securities so elects, the Company may
require assurances reasonably satisfactory to it of such owner's beneficial
ownership of such Registrable Securities.
6. Notices. All communication provided for hereunder shall be
sent by postage-prepaid first-class mail, shall be deemed to be received three
days after being sent, or, if earlier, the date of actual receipt, and shall be
addressed as follows:
(a) if to an Investor, addressed in the manner set forth in the
Merger Agreement, or at such other address as such Investor shall have
furnished to the Company in writing;
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(b) if to any other holder of Registrable Securities, at the
address that such holder shall have furnished to the Company in writing, or,
until any such other holder so furnishes to the Company an address, then to and
at the address of the last holder of such Registrable Securities who has
furnished an address to the Company; or
(c) if to the Company, addressed to it in the manner set forth
in the Merger Agreement, or at such other address as the Company shall have
furnished to each holder of Registrable Securities at the time outstanding.
7. Exercise of Registration Rights; Calculation of Interests. (a)
Any holder of Registrable Securities may exercise the rights described in
Section 2.1, subject to the terms and conditions of this Agreement, provided
that such holder is an Investor or an Affiliate or an Associate of an Investor.
(b) For purposes of this Agreement (i) all references to a number
or percentage of the Registrable Securities which includes Preferred Shares
shall include, in respect of such Preferred Shares, a number of shares equal to
the number of shares of Common Stock into which the Preferred Shares then
outstanding are then convertible, and (ii) all references to a percentage of
the Registrable Securities shall be calculated based upon the number of shares
of Registrable Securities outstanding at the time such calculation is made.
8. Successors and Assigns; Amendments. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by transferees of
the Registrable Securities (except as otherwise provided in Section 7 and as
otherwise provided herein), the parties hereto and their respective successors
and assigns. The parties hereto may amend this Agreement as provided in
Section 4 without the consent of any other Person.
9. Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any of the provisions of this Agreement were
not to be performed in accordance with the terms hereof and that the parties
shall be entitled to specific performance of the terms hereof, in addition to
any other remedy at law or in equity.
10. Severability. Whenever possible, each provision of this
Agreement will be interpreted in such a 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, except to the extent that such
prohibition or invalidity would constitute a material change in the terms of
this Agreement taken as a whole.
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11. Descriptive Headings. The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for reference only and
shall not limit or otherwise affect the meaning hereof.
12. Governing Law. This Agreement shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the laws
of the State of New York.
13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized
as of the date first above written.
SCOTSMAN INDUSTRIES, INC.
By:_____________________________
Name:
Title:
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Signature Page
REGISTRATION RIGHTS AGREEMENT
XXXXX X. XXXX
/s/ Xxxxx X. Xxxx
------------------------------
23
Signature Page
REGISTRATION RIGHTS AGREEMENT
XXXXXX X. XXXXXXXX
/s/ Xxxxxx X. Xxxxxxxx
---------------------------
24
Signature Page
REGISTRATION RIGHTS AGREEMENT
X. XXXXXX MANIFOLD
/s/ Xxxxxx Manifold
---------------------------
25
Signature Page
REGISTRATION RIGHTS AGREEMENT
XXXXXXX X. XxXXXXXX
/s/ Xxxxxxx X. XxXxxxxx
---------------------------
26
Signature Page
REGISTRATION RIGHTS AGREEMENT
XXXX X. XXXXXXX
/s/ Xxxx X. Xxxxxxx
---------------------------
27
Signature Page
REGISTRATION RIGHTS AGREEMENT
XXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxx
---------------------------
28
Signature Page
REGISTRATION RIGHTS AGREEMENT
XXXXXX X. XXXXXXXXX
/s/ Xxxxxx X. Xxxxxxxxx
---------------------------
29
Signature Page
REGISTRATION RIGHTS AGREEMENT
XXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxx
---------------------------
30
Signature Page
REGISTRATION RIGHTS AGREEMENT
XXXXX X. XXXXXXX TRUST
By /s/ Xxxxx X. Xxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Trustee
31
Signature Page
REGISTRATION RIGHTS AGREEMENT
XXXX X. XXXXXXX TRUST
By /s/ Xxxx X. Xxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxx
Title: Trustee
32
Signature Page
REGISTRATION RIGHTS AGREEMENT
XXXXX X. XxXXXXX
/s/ Xxxxx X. XxXxxxx
---------------------------
33
Signature Page
REGISTRATION RIGHTS AGREEMENT
XXXXXXX X. XxXXXXX
/s/ Xxxxxxx X. XxXxxxx
---------------------------
34
Signature Page
REGISTRATION RIGHTS AGREEMENT
XXXX XXXXXXX
/s/ Xxxx Xxxxxxx
---------------------------
35
Signature Page
REGISTRATION RIGHTS AGREEMENT
PM GROUP LIFE INSURANCE CO.
By /s/ Xxxxx X. Card
-------------------------
Name: XXXXX X. CARD
Title: VICE PRESIDENT
36
Signature Page
REGISTRATION RIGHTS AGREEMENT
PACIFIC MUTUAL LIFE INSURANCE COMPANY
By /s/ Xxxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Assistant Vice President
37
Signature Page
REGISTRATION RIGHTS AGREEMENT
EJJM
By Xxxxxxx X. Xxxxx, Xx.
----------------------------------
Name:
Title:
38
Signature Page
REGISTRATION RIGHTS AGREEMENT
XXXXXXX X. XXXXXXX
/s/ XXXXXXX X. XXXXXXX
----------------------------------
39
Signature Page
REGISTRATION RIGHTS AGREEMENT
XXXXXXXX X. XXXXX, XX.
/s/ XXXXXXX X. XXXXX, XX
----------------------------------
40
Signature Page
REGISTRATION RIGHTS AGREEMENT
ONEX DHC LLC
By /s/ Xxxxxx X. Xxxx
----------------------------------
Name: Xxxxxx X. Xxxx
Title: Representative
41
Signature Page
REGISTRATION RIGHTS AGREEMENT
ONEX DHC LLC
By /s/ Xxxx Xxxxx
----------------------------------
Name: XXXX XXXXX
Title:
42
Signature Page
REGISTRATION RIGHTS AGREEMENT
ONEX CORPORATION
By /s/ signature illegible
----------------------------------
Name:
Title:
43
Signature Page
REGISTRATION RIGHTS AGREEMENT
ONEX U.S. INVESTMENTS, INC.
By /s/ signature illegible
----------------------------------
Name:
Title:
44
Signature Page
REGISTRATION RIGHTS AGREEMENT
Xxxxxx X. Xxxx
/s/ Xxxxxx X. Xxxx
----------------------------------
45
Signature Page
REGISTRATION RIGHTS AGREEMENT
Xxxxxxxxx X. Xxxx
/s/ signature illegible
----------------------------------
as her attorney
46
Signature Page
REGISTRATION RIGHTS AGREEMENT
Xxxx Xxxxxxx
/s/ J Xxxxxxx
----------------------------------
47
Signature Page
REGISTRATION RIGHTS AGREEMENT
Xxxxxxxx X. Xxxxxxx
/s/ X. Xxxxxxx
----------------------------------
as her attorney
48
Signature Page
REGISTRATION RIGHTS AGREEMENT
J & ML. Xxxxxxx (A/C JGR) Trust
By X. Xxxxxxx
----------------------------------
Name:
Title:
By X. Xxxxxxx
----------------------------------
Name:
Title:
as her attorney
49
Signature Page
REGISTRATION RIGHTS AGREEMENT
Xxxxxxx X. de St. Paer
/s/ Xxxxxxx X. de st. Paer
----------------------------------
50
Signature Page
REGISTRATION RIGHTS AGREEMENT
Xxxxx X. de St. Paer
/s/ M. de St. Paer
----------------------------------
as her attorney
51
Signature Page
REGISTRATION RIGHTS AGREEMENT
Xxxxxxxx X. de St. Paer
/s/ M. de St. Paer
----------------------------------
as her attorney
52
Signature Page
REGISTRATION RIGHTS AGREEMENT
Xxxx X. de St. Paer
/s/ M. de St. Paer
----------------------------------
as his attorney
53
Signature Page
REGISTRATION RIGHTS AGREEMENT
GF & XX Xxxx (A/C AJC) Trust
By XX Xxxx
----------------------------------
Name:
Title:
By XX Xxxx
----------------------------------
Name:
Title:
54
Signature Page
REGISTRATION RIGHTS AGREEMENT
CF & XX Xxxx (A/C SEC) Trust
By XX Xxxx
----------------------------------
Name:
Title:
By XX Xxxx
----------------------------------
Name:
Title:
55
Signature Page
REGISTRATION RIGHTS AGREEMENT
Xxxx X. Xxxx
/s/ Xxxx X. Xxxx
----------------------------------
56
Signature Page
REGISTRATION RIGHTS AGREEMENT
Xxxxxxxxxxx X.X. Xxxxxxx
/s/ Xxxxxxxxxxx X. X. Xxxxxxx
----------------------------------
57
Signature Page
REGISTRATION RIGHTS AGREEMENT
Xxxxxxxx X. Xxxxxxx
/s/ signature illegible
----------------------------------
as his attorney
58
Signature Page
REGISTRATION RIGHTS AGREEMENT
Xxxxxxxxx X. Xxxxxxx
/s/ signature illegible
----------------------------------
as her attorney
59
SCHEDULE A TO
REGISTRATION RIGHTS AGREEMENT
-----------------------------
Scotsman
Investor Fixed Shares Preferred Shares
-------- ------------ ----------------
