Execution Copy
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and
entered into as of this 4th day of June, 2003, by and among Financial Industries
Corporation, a Texas corporation (the "Company"), American Physicians Service
Group, Inc., a Texas corporation ("APS"), M&W Insurance Services, Inc., a
Delaware corporation ("M&W"), Equita Financial and Insurance Services of Texas,
Inc., a Texas corporation ("Equita" and, together with APS and M&W, the
"Buyers").
recitals
WHEREAS, pursuant to various purchase and option agreements, the Buyers
acquired shares of common stock, par value $.20 per share (the "Common Stock"),
of the Company and/or options to acquire shares of Common Stock; and
WHEREAS, in connection with entering into such agreements, the Company
has granted certain registration rights as described in this Agreement to the
Buyers.
agreement
For and in consideration of the mutual promises and covenants contained
in this Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. REGISTRATION OF SHARES. For purposes of this Agreement, "Holders"
means the Buyers and (to the extent not prohibited by Section 8) any transferees
of the Buyers, and "Registrable Shares" means any shares of Common Stock held by
the Holders as of the date of this Agreement, all shares of Common Stock
issuable upon exercise of options held by the Holders as of the date of this
Agreement, and any and all shares of Common Stock issued as (or issuable upon
the conversion or exercise of any warrant, right or other security that is
issued as) a dividend or other distribution with respect to, or in exchange for,
or in replacement of, shares of Common Stock held by a Holder on the date hereof
or issued subsequent to the date hereof pursuant to an option to acquire shares
of Common Stock held by the Holders on the date hereof until the date on which
(a) the resale of such share of Common Stock by a Holder has been effectively
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and disposed of in accordance with the Shelf Registration Statement (as defined
below), (b) such share of Common Stock is distributed by a Holder to the public
pursuant to Rule 144 under the Securities Act, or (c) such share of Common Stock
may be sold or transferred by a Holder pursuant to Rule 144(k) under the
Securities Act (or any similar provision then in effect). The Company shall (x)
on or prior to October 1, 2003, file with the Securities and Exchange Commission
("SEC") a shelf registration statement pursuant to Rule 415 under the Securities
Act (the "Shelf Registration Statement") on Form S-1 or Form S-3, if the use of
such form is then available as determined by the Company, to cover resales of
Registrable Shares by the Holders, and (y) use its commercially reasonable
efforts to cause such Shelf Registration Statement to be declared effective as
soon as reasonably practicable following its filing with the SEC, but in any
event not later than the first anniversary of the date hereof; provided,
however, that the Company will be deemed to be in compliance with this clause
(y) if such Shelf Registration Statement is declared effective on or prior to
the first anniversary of the date hereof (and, in such event, the Company shall
not be liable to any Holder for failure to cause the Shelf Registration
Statement to be declared effective prior to such date). None of the Company nor
any of its securityholders (other than the Holders of Registrable Shares in such
capacity or other shareholders having registration rights in effect as of the
date of this Agreement permitting them to participate therein) shall have the
right to include any of the Company's securities in the Shelf Registration
Statement. The Company shall not be required to effect more than one
registration pursuant to this Section 1.
Section 2. EFFECTIVENESS OF REGISTRATION. The Company shall use its reasonable
best efforts to keep the Shelf Registration Statement continuously effective for
a period ending on March 31, 2007, or such shorter period that will terminate
when each of the Registrable Shares covered by the Shelf Registration Statement
shall cease to be a Registrable Share. Notwithstanding the foregoing, upon the
occurrence of any event that would cause the Shelf Registration Statement to (a)
contain any 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 light of the circumstances under which they were made, (b) not be
effective and usable for resale of Registrable Shares during the period that
such Shelf Registration Statement is required to be effective and usable or (c)
contain financial information that no longer meets the requirements of any
applicable rule of Regulation S-X, the Company shall as promptly as practicable
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file an amendment to the Shelf Registration Statement, which in the case of
clause (a), corrects any such misstatement or omission and, in the case of
clause (c), updates such financial information. In the case of clause (a), (b)
or (c), no offers or sales of Registrable Shares shall be made pursuant to the
Shelf Registration Statement during the period that the Shelf Registration
Statement is unusable and the Company shall use its reasonable best efforts to
cause such amendment to be declared effective and such Shelf Registration
Statement to become usable as soon as practicable thereafter.
Section 3. SUSPENSION OF REGISTRATION. Notwithstanding anything to the contrary
in this Agreement, the Company may prohibit offers and sales of Registrable
Shares pursuant to the Shelf Registration Statement at any time if (a) (i) it is
in possession of material non-public information, (ii) the Board of Directors of
the Company (the "Board") believes in good faith that such prohibition is
necessary in order to avoid a legal requirement to disclose such material
non-public information and (iii) the Board believes in good faith that
disclosure of such material non-public information would not be in the best
interests of the Company and its shareholders or (b) (i) the Company has made a
public announcement relating to an acquisition or business combination
transaction including the Company and/or one or more of its subsidiaries that is
material to the Company and its subsidiaries taken as a whole and (ii) the Board
believes in good faith that it would be impracticable at the time to obtain any
financial statements relating to such acquisition or business combination
transaction that would be required to be set forth in the Shelf Registration
Statement (the period during which any such prohibition of offers and sales of
Registrable Shares pursuant to the Shelf Registration Statement is in effect
pursuant to clause (a) or (b) of this Section 3 is referred to herein as a
"Suspension Period"). A Suspension Period shall commence on and include the date
on which the Holders of Registrable Shares covered by the Shelf Registration
Statement receive written notice from the Company that offers and sales of
Registrable Shares cannot be made thereunder in accordance with this Section 3
and shall, with respect to each Holder, end on the date on which that Holder
either is advised in writing by the Company that offers and sales of Registrable
Shares pursuant to the Shelf Registration Statement and use of the prospectus
contained therein may be resumed (a "Resumption Notice") or receives a copy of a
prospectus supplement; provided, however, that Suspension Periods in the
aggregate shall in no event be longer than forty-five (45) days in any one (1)
year period during which the Shelf Registration Statement is required to remain
effective in accordance with this Agreement. The Company agrees that it must
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promptly deliver a Resumption Notice to each Holder when none of the requisite
conditions for the Suspension Period continue to exist or a prospectus
supplement as soon as reasonably practicable.
Section 4. DAMAGES. The Company recognizes and agrees that the Holders will not
have an adequate remedy at law if the Company fails to comply with this
Agreement and that damages may not be readily ascertainable, and the Company
expressly agrees that, in the event of such failure, upon proper proof a Holder
may be entitled to (a) specific performance of any and all provisions hereof or
(b) enjoin the Company from continuing to commit any such breach of this
Agreement.
Section 5. FURTHER OBLIGATIONS OF THE COMPANY. In connection with the
registration required under this Agreement, the Company agrees that it shall
also do the following:
(a) furnish to each Holder such copies of each preliminary and final
prospectus and such other documents as said Holder may reasonably
request to facilitate the public offering of its Registrable Shares
pursuant to the Shelf Registration Statement;
(b) use all reasonable efforts to register or qualify the Registrable
Shares under the applicable securities or blue sky laws of such
jurisdictions as any selling Holder may reasonably request; provided,
however, that the Company shall not be obligated to qualify to do
business in any jurisdictions where it is not then so qualified or to
take any action which would subject it to the service of process in
suits other than those arising out of the offer or sale of the
securities covered by the Shelf Registration Statement in any
jurisdiction where it is not then so subject;
(c) permit each Holder or its counsel or other representatives to inspect
and copy such corporate documents and records as may reasonably be
requested by them related to the Shelf Registration Statement;
(d) furnish to each Holder copies of all documents filed with and all
correspondence from or to the SEC in connection with any such offering
of securities;
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(e) use all reasonable efforts to insure that all necessary approvals from
the National Association of Securities Dealers, Inc. ("NASD"), if any,
are obtained; and
(f) use all reasonable efforts to list all Registrable Shares (to the
extent necessary) on each securities exchange or automated interdealer
quotation system on which the Common Stock is listed or quoted.
Section 6. FURTHER OBLIGATIONS OF THE HOLDERS. In connection with the
registration of Registrable Shares pursuant to this Agreement, each Holder
agrees to timely provide to the Company, at its request, such information and
materials as it may reasonably request in order to effect the registration of
such Registrable Shares.
Section 7. EXPENSES. The Company shall bear, on behalf of the Holders, all
reasonable costs and expenses of the registration required under this Agreement,
including, but not limited to, the Company's printing, legal and accounting fees
and expenses, SEC and NASD filing fees, blue sky fees and expenses, and the
reasonable fees and disbursements (such fees not to exceed $10,000) of one
counsel for the Holders; provided, however, that the Company shall have no
obligation to pay or otherwise bear the commissions or discounts attributable to
the Registrable Shares being offered and sold by the Holders, or the fees and
expenses of more than one counsel for the Holders.
Section 8. TRANSFERABILITY OF REGISTRATION RIGHTS. The rights to register
Registrable Shares granted by the Company under this Agreement may be assigned
by a Holder, provided that (a) such assignment is only made in connection with
an assignment by such Holder of not less than 100,000 of its Registrable Shares
in a manner permitted by this Agreement and otherwise in accordance with
applicable law; and (b) such assignee or transferee must agree in writing to be
bound by all of the provisions of this Agreement. The rights to register
Registrable Shares cannot be transferred in connection with a sale of
Registrable Shares to the public pursuant to an effective registration statement
or Rule 144.
Section 9. MERGERS, ETC. The Company shall not, directly or indirectly, enter
into any merger, consolidation or reorganization in which the Company shall not
be the surviving corporation unless the proposed surviving corporation shall,
prior to such merger, consolidation or reorganization, agree in writing to
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assume the obligations of the Company under this Agreement, and for that purpose
references hereunder to Registrable Shares shall be deemed to be references to
the securities which the Holders would be entitled to receive in exchange for
Registrable Shares under any such merger, consolidation or reorganization;
provided, however, that the provisions of this Agreement shall not apply in the
event of any merger, consolidation, or reorganization in which the Company is
not the surviving corporation if all Holders are entitled to receive in exchange
for their Registrable Shares consideration consisting solely of (i) cash, (ii)
securities of the acquiring corporation which may be immediately sold to the
public without registration under the Securities Act, or (iii) securities of the
acquiring corporation which the acquiring corporation has agreed to register
within forty-five (45) days of completion of the transaction for resale to the
public pursuant to the Securities Act.
Section 10. Indemnification of Holders of Registrable Shares.
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10.1 RIGHT TO INDEMNIFICATION. In connection with the Company's registration of
Registrable Shares pursuant to this Agreement, the Company will indemnify and
hold harmless each Holder (which for purposes of only this Section 10 includes
such Holder's respective affiliates, partners, principals, officers, directors,
managers, members, employees, independent contractors, agents, underwriters,
representatives, and other similarly situated parties, and the successors, heirs
and personal representatives of any of them) (collectively, the "Holder
Indemnified Parties") from and against any and all losses, claims, damages,
expenses or liabilities, joint or several, to which such Holder becomes subject
under the Securities Act, applicable state securities laws or under any other
statute or at common law or otherwise, as incurred, and, except as hereinafter
provided, will reimburse each such Holder, if any, for any legal or other
expenses reasonably incurred by such Holder in connection with investigating or
defending any actions whether or not resulting in any liability, as incurred,
insofar as such losses, claims, damages, expenses, liabilities or actions arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement, in any preliminary or
amended preliminary prospectus or in the final prospectus (or the registration
statement or prospectus as from time to time amended or supplemented by the
Company) or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, or any violation by the
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Company of any rule or regulation promulgated under the Securities Act or any
state securities laws applicable to the Company and relating to action or
inaction required of the Company in connection with such registration, unless
(a) such untrue statement or alleged untrue statement or omission or alleged
omission was made in such registration statement, preliminary or amended
preliminary prospectus or final prospectus in reliance upon and in conformity
with information furnished in writing to the Company in connection therewith by
such Holder expressly for use therein, or unless (b) in the case of a sale
directly by such Holder, such untrue statement or alleged untrue statement or
omission or alleged omission was contained in a preliminary prospectus and
corrected in a final or amended prospectus copies of which were delivered to
such Holder on a timely basis, and such Holder failed to deliver a copy of the
final or amended prospectus at or prior to the confirmation for the sale of the
Registrable Shares to the person asserting any such loss, claim, damage or
liability in any case where such delivery is required by the Securities Act.
10.2 PROCEDURES GOVERNING INDEMNIFICATION CLAIMS. In order to provide for just
and equitable contribution to joint liability under the Securities Act in any
case in which any Holder seeks indemnification under this Section 10 but it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 10 provides for indemnification in
such case, then the Company and such Holder will 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 the
relative fault of the Company on the one hand and of the Holder seeking
indemnification on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative fault of the Company on
the one hand and of the Holder on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or by the Holder on the
other, and each party's relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided, however,
that, in any such case, (a) no Holder will be required to contribute any amount
in excess of the public offering price of all such Registrable Shares offered by
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such Holder pursuant to such registration statement; and (b) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. Except as otherwise provided in
this clause (b), the provisions of Section 10.3 shall govern the notice and
other procedural aspects of any indemnification claim brought pursuant to this
Section 10.
10.3 INDEMNIFICATION; NOTICE AND SETTLEMENTS. A party seeking indemnification
pursuant to Sections 10.1 or 11.1 (an "Indemnified Party") with respect to a
claim, action or proceeding initiated by a person or entity who is not a Holder
Indemnified Party or a Company Indemnified Party shall give prompt written
notice to the party from whom such indemnification is sought (the "Indemnifying
Party") of the assertion of any claim, or the commencement of any action or
proceeding, in respect of which indemnity may be sought hereunder; provided that
the failure to give such notice shall not affect the Indemnified Party's rights
to indemnification hereunder, unless such failure shall prejudice in any
material respect the Indemnifying Party's ability to defend such claim, action
or proceeding. The Indemnifying Party shall have the right to assume the defense
of any such action or proceeding at its expense, provided that no settlement
shall be executed without the prior written consent of the Indemnified Party. If
the Indemnifying Party shall elect not to assume the defense of any such action
or proceeding, or fails to make such an election within 20 days after it
receives such notice pursuant to the first sentence of this Section 10.3, the
Indemnified Party may assume such defense at the expense of the Indemnifying
Party. The Indemnified Party shall have the right to participate in (but not
control) the defense of an action or proceeding defended by the Indemnifying
Party hereunder and to retain its own counsel in connection with such action or
proceeding, but the fees and expenses of such counsel shall be at the
Indemnified Party's expense unless (a) the Indemnifying Party and the
Indemnified Party have mutually agreed in writing to the retention of such
counsel or (b) the named parties in any such action or proceeding (including
impleaded parties) include the Indemnifying Party and the Indemnified Party, and
representation of the Indemnifying Party and the Indemnified Party by the same
counsel would create a conflict (in which case the Indemnifying Party shall not
be permitted to assume the defense of such claim, action or proceeding);
provided that, unless otherwise agreed by the Indemnifying Party, if the
Indemnifying Party is obligated to pay the fees and expenses of such counsel,
the Indemnifying Party shall be obligated to pay only the fees and expenses
associated with one attorney or law firm (plus local counsel as required), as
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applicable, for the Indemnified Party. An Indemnifying Party shall not be liable
under Section 10.1 or 11.1 for any settlement effected without its written
consent, of any claim, action or proceeding in respect of which indemnity may be
sought hereunder.
Section 11. INDEMNIFICATION OF COMPANY.
11.1 RIGHT TO INDEMNIFICATION. In the event that the Company registers any of
the Registrable Shares under the Securities Act, each Holder of the Registrable
Shares so registered will indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed or otherwise participated in the
preparation of the registration statement, and each underwriter of the
Registrable Shares so registered (including any broker or dealer through whom
such of the shares may be sold) (collectively, the "Company Indemnified
Parties") from and against any and all losses, claims, damages, expenses or
liabilities, individually and not jointly and severally, to which such Holder
may become subject under the Securities Act, applicable state securities laws or
under any other statute or at common law or otherwise, and, except as
hereinafter provided, will reimburse the Company and each such director,
officer, underwriter or controlling person for any legal or other expenses
reasonably incurred by them or any of them in connection with investigating or
defending any actions whether or not resulting in any liability, insofar as such
losses, claims, damages, expenses, liabilities or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in the registration statement, in any preliminary or amended
preliminary prospectus or in the final prospectus (or in the registration
statement or prospectus as from time to time amended or supplemented) or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, but only insofar as any such statement or
omission was made in reliance upon and in conformity with information furnished
in writing to the Company in connection therewith by such Holder expressly for
use therein; provided, however, that such Holder's obligations hereunder shall
be limited to an amount equal to the proceeds received by such Holder from
Registrable Shares sold in such registration.
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11.2 In order to provide for just and equitable contribution to joint liability
under the Securities Act in any case in which the Company seeks indemnification
under this Section 11 but it is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of
time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding that this
Section 11 provides for indemnification, in such case, then the Company and such
Holder will 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 the relative fault of the Company on the one hand
and of such Holder on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative fault of the Company on
the one hand and of the Holder on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or by the Holder on the
other, and each party's relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided, however,
that, in any such case, (a) no such Holder will be required to contribute any
amount in excess of the public offering price of all such Registrable Shares
offered by it pursuant to such registration statement; and (b) no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. Except as otherwise provided in
this clause (b), the provisions of Section 10.3 shall govern the notice and
other procedural aspects of any indemnification claim brought pursuant to this
Section 11.
Section 12. RULE 144. The Company agrees that, from and after the date of this
Agreement until such time as the Holders do not own any of the Registrable
Shares, the Company will (a) use its commercially reasonable efforts to ensure
that the current public information requirements of subsection (c) of Rule 144
remain satisfied and (b) cooperate promptly in providing any information or
documentation that it needs to provide to Holders to enable Holders to sell
shares of Common Stock pursuant to a transaction otherwise permissible under
Rule 144. The Company agrees that its cooperation pursuant to clause (b) of the
immediately preceding sentence shall, with respect to any sale by a Holder of
not less than twenty thousand (20,000) shares of Common Stock in any one
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transaction, be at the Company's reasonable cost and expense and, to the extent
the proposed sale can be effected under Rule 144, include a "Rule 144" opinion
issued by counsel of the Company's choice. The Holders agree that the Company
does not have any obligation under this Section 12 during any period in which
the Holders are able to sell shares of Common Stock under an effective
registration statement.
Section 13. MISCELLANEOUS.
13.1 SUCCESSORS AND ASSIGNS. Except as provided in Section 8, neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by operation of law or otherwise without the prior written consent of
the parties hereto, which consent may be granted or withheld in the sole
discretion of the parties. Subject to the preceding sentence, the provisions of
this Agreement shall be binding upon, and inure to the benefit of, the permitted
respective successors, assigns, heirs, executors and administrators of the
parties hereto.
13.2 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter.
13.3 COUNTERPARTS. This Agreement may be executed in several counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Signatures delivered by telecopy shall be
considered for all purposes to be the same as original signatures.
13.4 SEVERABILITY. If any provision of this Agreement is held by final judgment
of a court of competent jurisdiction to be invalid, illegal or unenforceable,
such invalid, illegal or unenforceable provision shall be severed from the
remainder of this Agreement, and the remainder of this Agreement shall be
enforced. In addition, the invalid, illegal or unenforceable provision shall be
deemed to be automatically modified, and, as so modified, to be included in this
Agreement, such modification being made to the minimum extent necessary to
render the provision valid, legal and enforceable.
13.5 Governing Law; Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, IRRESPECTIVE OF ANY
CONFLICT-OF-LAWS RULE OR PRINCIPLE OF ANY JURISDICTION THAT MIGHT REFER THE
GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANY OTHER
JURISDICTION. THIS AGREEMENT CAN BE PERFORMED IN WHOLE OR IN PART IN XXXXXX
COUNTY, TEXAS, AND VENUE FOR ANY ACTION RELATING TO THIS AGREEMENT SHALL BE
PROPER ONLY IN FEDERAL OR STATE COURTS LOCATED WITHIN XXXXXX COUNTY, TEXAS. EACH
PARTY AGREES THAT IT MUST BRING ANY ACTION RELATED TO THIS AGREEMENT ONLY IN THE
FEDERAL OR STATE COURTS LOCATED WITHIN XXXXXX COUNTY, Texas.
13.6 Notices. Any notices or demands required or permitted to be given hereunder
shall be deemed sufficiently given if in writing and delivered, transmitted or
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mailed (with all postage and charges prepaid), addressed to the recipient at the
address of such party as set forth on the signature page of this Agreement, or
at such other address as any party may from time to time designate by written
notice to the other parties given in accordance with this Section 13.6. Any such
notice, if personally delivered or transmitted by facsimile, shall be deemed to
have been given on the date so delivered or transmitted or, if mailed, be deemed
to have been given on the day after such notice is placed in the United States
mail in accordance with this Section 13.6.
13.7 FURTHER ASSURANCES. Each party to this Agreement hereby covenants and
agrees, without the necessity of any further consideration, to execute and
deliver any and all such further documents and take any and all such other
actions as may be reasonably necessary to appropriately carry out the intent and
purposes of this Agreement and the transactions contemplated hereby. Each party
will use its good faith efforts to carry out and comply with the provisions of
this Agreement.
13.8 NO THIRD-PARTY BENEFICIARIES. Except as provided in Sections 10.1 and 11.1,
this Agreement shall not confer any rights or remedies upon any person or entity
other than the parties hereto and their respective successors and permitted
assigns.
13.9 AMENDMENTS. This Agreement may not be amended or modified except by an
instrument in writing signed by each of the parties.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURE PAGE
TO
REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the day and year first above written.
COMPANY: FINANCIAL INDUSTRIES CORPORATION
By: Xxxxxx Xxxxx
---------------------------------------------------
Name: /s/ Xxxxxx Xxxxx
---------------------------------------------------
Title: CEO, President and Chairman
---------------------------------------------------
Address: 0000 Xxxxx Xxxxx Xxxx., Xxxxxxxx Xxx
Xxxxxx, Xxxxx 00000
Attn: Xxxx Xxxxx and Xxx Xxxxxx
Facsimile No.: (000) 000-0000
BUYERS: AMERICAN PHYSICIANS SERVICE GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx,
Chairman of the Board and Chief Executive Officer
Address: 0000 Xxxxxxx xx Xxxxx Xxx., Xxxxx X-000
Xxxxxx, Xxxxx 00000
Attn: Chairman and Chief Executive Officer
Facsimile No.: (000) 000-0000
EQUITA FINANCIAL AND INSURANCE
SERVICES OF TEXAS, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxx
President
Address: 11551 Forest Central Drive
Forest Central II, Second Floor
Dallas, Texas 75243
Attn: Xxxxxxx X. Xxxxx, President
Facsimile No.: (000) 000-0000
M&W INSURANCE SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------------
Xxxxxxx X. Xxxxx
President
Address: 11551 Forest Central Drive
Forest Central II, Second Floor
Dallas, Texas 75243
Attn: Xxxxxxx X. Xxxxx, President
Facsimile No.: (000) 000-0000
