REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
September 26, 2000, by and among UNIFAB INTERNATIONAL, INC., a Louisiana
corporation (the "Company"), the persons listed on SCHEDULE A hereto
(collectively, the "Purchasers"), and Xxxxxx Xxxxxx & Company, Inc. (the
"Placement Agent").
R E C I T A L S:
WHEREAS, the Purchasers have executed and delivered to the Company
that certain Stock Purchase Agreement (the "Purchase Agreement") pursuant
to which they will purchase in a private placement (the "Offering") shares
of the $.01 par value per share common stock (the "Common Stock") of the
Company (the "Stock Purchase");
WHEREAS, pursuant to the Purchase Agreement, the Company will issue
and sell to the Purchasers shares of Common Stock;
WHEREAS, as an inducement to and condition of the Purchasers
consummating the Stock Purchase, the Company desires to provide the
Purchasers with the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of offers and resales of Common Stock
purchased by the Purchasers in the Offering (the "Primary Shares");
WHEREAS, the Company has entered into an engagement letter agreement
(the "Placement Agreement") with the Placement Agent dated June 15, 2000
pursuant to which the Company has agreed to issue to the Placement Agent
warrants (the "Placement Warrants") to purchase an aggregate of 60,000
shares of Common Stock (the "Placement Warrant Shares"); and
WHEREAS, pursuant to the Placement Agreement the Company has agreed to
register under the Securities Act the Placement Warrant Shares to the same
extent as the Primary Shares.
NOW, THEREFORE, in consideration of the recitals made above and the
mutual covenants and agreements stated herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the following meanings:
"BEST EFFORTS" means the taking of all commercially reasonable steps
to cause or prevent any event or condition which would have been taken in
similar circumstances by a reasonably prudent business person engaged in a
similar business for the advancement or protection of his own economic
interest in light of the consequences of failure to cause or prevent the
occurrence of such event or condition.
"CLOSING" means the settlement of the Stock Purchase pursuant to the
Purchase Agreement.
"COMMISSION" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
"COMMON STOCK" has the meaning set forth in the recitals above.
"COMPANY" has the meaning set forth in the preface above.
"FORM S-3" means a registration statement on Form S-3 adopted by the
Commission under the Securities Act or any substantially similar form from
time to time in effect.
"HOLDER" means any holder of outstanding Registrable Securities which
have not been sold to the public, but only if such holder is a Purchaser or
the Placement Agent.
"PRIMARY SHARES" has the meaning set forth in the recitals above.
"PURCHASE AGREEMENT" has the meaning set forth in recitals above.
"PURCHASERS" has the meaning set forth in the preface above.
"REGISTER," "REGISTERED" and "REGISTRATION" refer to a registration of
the offer and sale of securities pursuant to the Securities Act effected by
preparing and filing a Registration Statement in compliance with the
Securities Act, and the declaration or ordering of the effectiveness of
such registration statement.
"REGISTRABLE SECURITIES" means (i) the Primary Shares issued to the
Purchasers pursuant to the Purchase Agreement; (ii) the Placement Warrant
Shares; and (iii) shares of Common Stock or shares or units of other
securities issued pursuant to any stock split, stock dividend,
reorganization, recapitalization, reclassification, or other distribution
or change in respect of the shares of the Common Stock.
"REGISTRATION EXPENSES" means all expenses excluding Selling Expenses
incurred by the Company in effecting any Registration pursuant to this
Agreement and in complying with SECTION 2 and SECTION 3 of this Agreement,
including, without limitation, all registration, qualification and filing
fees, printing expenses, escrow fees, fees and disbursements of counsel for
the Company and of a single special counsel for the Holders (if different
from the Company's counsel), blue sky fees and expenses, and the expense of
any special audits incident to or required by any such Registration (but
excluding the compensation of regular employees of the Company which shall
be paid in any event by the Company).
"REGISTRATION STATEMENT" means a registration statement on a form
prescribed by the Commission for use in registering the offer and resale of
securities under the Securities Act.
"SECURITIES ACT" has the meaning set forth in the recitals above.
"SELLING EXPENSES" means all underwriting discounts, selling
commissions and stock transfer taxes applicable to the sale of Registrable
Securities pursuant to a Registration Statement prepared pursuant to this
Agreement.
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"STOCK PURCHASE" has the meaning set forth in the recitals above.
2. COVENANT TO EFFECT REGISTRATION.
(a) FILING OF SHELF REGISTRATION STATEMENT. Subject to exceptions
and limitations described herein, the Company shall use its Best Efforts to
cause a Registration Statement to be filed with the Commission on Form S-3,
if available, or, if Form S-3 is not available for the Registration of the
Registrable Securities, on such form as may be prescribed by the
Commission, within thirty (30) days after the issuance of the Primary
Shares (but in any event as soon as practicable) providing for the resale
of the Primary Shares and the Placement Warrant Shares. Such Registration
Statement shall contain all appropriate undertakings necessary to comply
with Rule 415 under the Securities Act pertaining to "shelf registration"
or delayed offerings of securities. The Company shall use its Best Efforts
(i) to cause the Commission to declare such Registration Statement
effective within (x) 120 days after the issuance of the Primary Shares or
(y) if the Commission elects to review the Registration Statement, 45 days
following the Company's receipt of initial comments from the Commission
with respect to such Registration Statement, whichever is later, and (ii)
to maintain the effectiveness of such Registration Statement pursuant to
SECTION 5 below. In the event the Commission will not permit such
Registration Statement to become effective because of the inclusion therein
of Placement Warrant Shares that shall not have been issued at the time
effectiveness of the Registration Statement shall have been requested, then
the Company shall file an amendment to such Registration Statement covering
the resale of only the Primary Shares and shall use its Best Efforts to
cause the Commission to declare such amended Registration Statement
effective and to maintain the effectiveness thereof pursuant to SECTION 5
below.
(b) REGISTRATION OF OTHER SECURITIES IN REGISTRATION. Any
Registration Statement filed pursuant to SECTION 2(A) may include
securities of the Company other than Registrable Securities, so long as
such inclusion could not reasonably be expected to impair the Company's
ability to meet its obligation under SECTION 2(A) above (no such inclusion
pursuant to the Registration Rights Agreement dated September 26, 2000 to
which the Company is party being subject to such expectation). The
securities of the Company to be registered may include shares held by the
Holders, shares held by other shareholders, or shares to be issued by the
Company.
(c) BLUE SKY REGISTRATION. In the event of any Registration
pursuant to this SECTION 2, the Company shall use its Best Efforts to
register and/or qualify the securities covered by the Registration
Statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders participating
in the Registration and as may be reasonably appropriate for the
distribution of such Registrable Securities, provided, however, that
notwithstanding anything in this Agreement to the contrary, in the event
any jurisdiction in which the securities shall be qualified imposes a
non-waivable requirement that expenses incurred in connection with the
qualification of the Registrable Securities be borne by selling
shareholders, the Holders shall pay their pro rata share of such expenses
or withdraw the request that securities be qualified for sale in such
jurisdiction.
3. PIGGYBACK REGISTRATION. The provisions of this SECTION 3 shall
apply only with respect to Placement Warrant Shares that are not Registered
pursuant to SECTION 2 above.
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(a) NOTICE OF PIGGYBACK REGISTRATION. Subject to the exceptions and
limitations contained herein, if, at any time or from time-to-time, the
Company shall Register any of its securities, either for its own account or
the account of a security holder or holders other than (i) a Registration
relating solely to employee benefit plans, or (ii) a Registration relating
solely to a transaction described in Rule 145 under the Securities Act, the
Company will: (i) promptly give to each Holder written notice thereof
(which notice shall include a list of jurisdictions in which the Company
intends to attempt to qualify such securities under applicable Blue Sky or
other state securities laws), and (ii) include in such Registration (and
any related registration and/or qualification under the applicable Blue Sky
or other state securities laws), and in any underwritten offering pursuant
to such Registration, all Registrable Securities specified in a written
request or requests delivered to the Company by any Holder within twenty
(20) days after receipt of such written notice from the Company by such
Holder.
(b) PIGGYBACK REGISTRATION IN UNDERWRITTEN OFFERINGS.
(i) NOTICE OF UNDERWRITTEN OFFERING. If the Registration of which
the Company gives notice is for an underwritten offering commenced at the
election of the Company (and not pursuant to the exercise of rights
pursuant to SECTION 2 hereof), the Company shall so advise the Holders as a
part of the written notice given pursuant to SECTION 3(A). In such event,
the right of any Holder to Registration shall be conditioned upon there
being an underwritten offering, and the inclusion of such Holder's
Registrable Securities in such Registration and underwritten offering to
the extent provided in and in compliance with this SECTION 3. All Holders
proposing to distribute their securities through such underwritten offering
shall (together with the Company and any other holders distributing
securities through such underwriting) enter into an underwriting agreement
containing the terms and conditions agreed to by the Company. The Holders
shall have no right to participate in the selection of underwriters for an
offering pursuant to this SECTION 3.2.
(ii) MARKETING LIMITATION IN PIGGYBACK REGISTRATION. In the event the
representative of the underwriters in any underwritten offering advises the
Company in writing that market factors (including, without limitation, the
aggregate number of shares of Common Stock requested to be Registered, the
general condition of the market, and the status of the persons proposing to
sell securities in the underwritten offering) require a limitation of the
shares to be offered and sold in the underwritten offering by persons other
than the Company, then the number of shares to be excluded from the
underwritten offering shall be determined in the following order: (i)
first, securities held by persons other than the Company who are not
contractually entitled to include securities in the Registration; and (ii)
second, securities held by persons who are contractually entitled to
include securities in the Registration including Registrable Securities
pursuant to this SECTION 3. Any partial reduction in the number of shares
or securities included in the underwritten offering affecting any of the
two (2) classes set forth in the immediately preceding sentence shall be
allocated among the persons in any such class pro rata, as nearly as
practicable, based on the number of Registrable Securities held by each
such person and proposed to be included in the Registration as a percentage
of the aggregate Registrable Securities held by all such persons and
proposed to be included in the Registration.
(iii) WITHDRAWAL IN PIGGYBACK REGISTRATION. If any Holder who
shall exercise piggyback registration rights pursuant to
this SECTION 3 shall disapprove of the proposed terms of
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any underwritten offering, he may elect to withdraw therefrom by written
notice to the Company and the underwriters delivered at least two (2) days
prior to the effective date of the Registration Statement. Any Registrable
Securities or other securities excluded or withdrawn from such
underwritten offering shall be withdrawn from such Registration.
(c) BLUE SKY IN PIGGYBACK REGISTRATION. In the event of any
Registration of Registrable Securities pursuant to SECTION 3, the Company
will use its Best Efforts to register and/or qualify the securities covered
by the Registration Statement under the securities or Blue Sky laws of such
jurisdictions as shall be reasonably appropriate for the distribution of
the Registrable Securities.
(d) RIGHT TO TERMINATE REGISTRATION. The Company shall have the
right to terminate or withdraw any Registration initiated by it that
triggers piggyback registration rights pursuant to this SECTION 3 prior to
the effectiveness of such Registration, whether or not any Holder has
elected to include securities in such registration.
4. EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration pursuant to SECTION 2 and SECTION 3 shall
be borne by the Company. All Selling Expenses shall be allocated among the
persons participating in any Registration based, in an underwritten
offering, on the relative gross proceeds allocable to each such person and,
in a non-underwritten offering, based on the Selling Expenses actually
incurred with respect to the sale of Registrable Securities of each person
whose shares were included in the Registration.
5. REGISTRATION PROCEDURES. The Company will keep each Holder whose
Registrable Securities are included in any Registration pursuant to this
Agreement advised in writing as to the initiation and completion of such
Registration. The Company shall cause any Registration Statement filed
pursuant to SECTION 2(A) above to comply with the requirements of Rule 415
and shall use its Best Efforts to comply with the undertakings required
thereby to qualify the registration as a "shelf registration" pursuant to
Rule 415. At its expense, the Company shall: (a) use its Best Efforts to
keep such Registration Statement continuously effective for so long as
Holders who are not affiliates of the Company whose Registrable Securities
are included in the Registration Statement are subject to the volume or
manner of resale restrictions set forth in Rule 144 under the Securities
Act or until the Holder or Holders have completed the distribution
described in the Registration Statement relating thereto, whichever first
occurs; (b) furnish such number of prospectuses (including preliminary
prospectuses) and other documents as a Holder from time-to-time reasonably
may request; (c) use its Best Efforts to prepare and file as promptly as
practicable with the Commission such amendments and supplements to such
Registration Statement and the prospectus used in connection with such
Registration Statement as may be necessary to comply with the provisions of
the Securities Act with respect to the disposition of all Registrable
Securities covered by such Registration Statement; (d) notify each seller
of Registrable Securities covered by such Registration Statement at any
time when a prospectus relating thereto is required to be delivered under
the Securities Act of 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 a
material fact required to be stated therein or necessary to make the
statements therein not misleading or incomplete in the light of the
circumstances then existing, and at the request of any such seller, use its
Best Efforts to prepare and furnish as
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promptly as practicable to such seller 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 shares, 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 or incomplete in the light
of the circumstances then existing; provided, however, that if the Company
is engaged in confidential activities the disclosure of which the Company
has determined in good faith would be materially detrimental to the
Company, the Company need not prepare and deliver any such supplement
or amendment for a period not exceeding 45 days in any 12 month period; (e)
use its Best Efforts to take any and all such actions as may be reasonably
necessary or advisable to enable the underwriter, if any, of the securities
being sold to consummate the disposition of the Registrable Securities; (f)
use its Best Efforts to obtain the withdrawal of any order suspending the
effectiveness of such Registration Statement or any post-effective
amendment thereto or of any order suspending or preventing the use of
any related prospectus or suspending the qualification of any Registrable
Securities included in such Registration Statement for sale in any
jurisdiction at the earliest practicable date; (g) cause all such
Registrable Securities registered on such Registration Statement to be
listed on each securities exchange or automated quotation service
(including the National Market of The Nasdaq Stock Market) on which
similar securities issued by the Company are then listed; (h) provide a
transfer agent and registrar for all Registrable Securities registered
pursuant to such Registration Statement and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of
such Registration; (i) file with the Commission, in a timely manner, a
Form 8-K (using Item 5 and not Item 9) or such other appropriate form for
each press release made by the Company in which it discloses material
information; (j) 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 twelve months, but not more than
eighteen months, beginning with the first month after the effective date
of the Registration Statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act.
6. INFORMATION FURNISHED BY HOLDER. It shall be a condition
precedent to the Company's obligations under this Agreement that each
Holder of Registrable Securities included in any Registration furnish to
the Company such information regarding such Holder and the distribution
proposed by such Holder or Holders as the Company may reasonably request in
writing and as shall be reasonably required.
7. INDEMNIFICATION.
(a) COMPANY'S INDEMNIFICATION OF HOLDERS. The Company shall
indemnify and hold harmless each Holder, each of its agents, investment
advisers, legal counsel and accountants and each (i) person controlling
such Holder within the meaning of Section 15 of the Securities Act
("Controlling Person"); and (ii) each underwriter and each Controlling
Person of such underwriter, with respect to which Registration,
qualification or compliance of Registrable Securities has been effected
pursuant to this Agreement against all claims, losses, damages, expenses or
liabilities (or actions, proceedings or settlements in respect thereof) to
the extent such claims, losses, damages, expenses or liabilities (or
actions, proceedings or settlements in respect thereto) arise out of or are
based upon any untrue statement (or alleged untrue statement) of a material
fact contained in any prospectus or other document prepared by the Company
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(including any related Registration Statement or the like) incident to any
such Registration, qualification or compliance, or are based on any
omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading, or any violation by the Company of the Securities Act or any
rule or regulation promulgated under the Securities Act applicable to the
Company and relating to action or inaction required of the Company in
connection with any such Registration, qualification or compliance; and the
Company will reimburse each such indemnified party and each Controlling
Person, for any legal and any other expenses reasonably incurred in
connection with investigating, defending or settling any such claim, loss,
damage, liability or action; provided, however, that the indemnity
contained in this Section 7(a) shall not apply to amounts paid in
settlement of any such claim, loss, damage, liability or action if
settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld); and provided, further, that the
Company will not be liable in any such case to the extent that any such
claim, loss, damage, liability or expense arises out of or is based upon
any untrue statement or omission based upon written information furnished
to the Company by such Holder, or Controlling Person of such Holder, and
stated to be specifically for use therein, in which case such Holder or
Controlling Person of such Holder shall likewise indemnify the Company.
(b) INDEMNIFICATION PROCEDURE. Promptly after receipt by an
indemnified party under this SECTION 7 of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be
made against an indemnifying party under this SECTION 7, notify the
indemnifying party in writing of the commencement thereof and generally
summarize such action. The indemnifying party shall have the right to
participate in and to assume the defense of such claim; provided, however,
that the indemnifying party shall be entitled to select counsel for the
defense of such claim with the approval of any parties entitled to
indemnification, which approval shall not be unreasonably withheld;
provided further, however, that if either party reasonably determines that
there may be a conflict between the position of the Company and the Holders
in conducting the defense of such action, suit or proceeding by reason of
recognized claims for indemnity under this SECTION 7, then counsel for such
party shall be entitled to conduct the defense to the extent reasonably
determined by such counsel to be necessary to protect the interest of such
party and the indemnified party shall be entitled to indemnification
therefor. The failure to notify an indemnifying party promptly of the
commencement of any such action, if prejudicial to the ability of the
indemnifying party to defend such action, shall relieve such indemnifying
party, to the extent so prejudiced, of any liability to the indemnified
party under this SECTION 7, but the omission so to notify the indemnifying
party will not relieve such party of any liability that such party may have
to any indemnified party otherwise other than under this SECTION 7.
8. [INTENTIONALLY OMITTED]
9. MISCELLANEOUS.
9.1 ASSIGNMENT. Except as otherwise provided in this Agreement, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties to this
Agreement.
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9.2 THIRD PARTIES. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties to this
Agreement, and their respective successors and assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
9.3 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of New York in the United States of America
without giving effect to the conflicts of laws principles thereof.
9.4 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
9.5 NOTICES. All notices, requests, demands, claims, and other
communications hereunder shall be in writing and shall be given by
registered or certified mail, return receipt requested, postage prepaid, by
telecopier or by national overnight delivery service, and addressed to the
intended recipient as set forth below
IF TO THE COMPANY:
UNIFAB International, Inc.
0000 Xxxx Xxxx
Xxx Xxxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
Facsimile: (000) 000-0000
IF TO PURCHASER:
To the Purchasers listed on Schedule A,
at the addresses listed on Schedule A.
IF TO THE PLACEMENT AGENT:
Xxxxxx Xxxxxx & Company, Inc.
00 X. Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Facsimile: (000) 000-0000
Any notice given in the manner aforesaid shall be deemed to
have been served, and shall be effective for all purposes hereof if
sent by registered or certified mail, on the earlier of the
second day following the day on which it is posted or the
date of its receipt by the party to be notified, if sent by
telecopier, the day actually received as evidenced by a written receipt of
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transmission and if sent by overnight delivery service, the day after
such notice has been delivered by the party to said service. Any Party may
change the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other Party
notice in the manner herein set forth.
9.6 SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, portions of such provisions,
or such provisions in their entirety, to the extent necessary, shall be
severed from this Agreement, and the balance of this Agreement shall be
enforceable in accordance with its terms.
9.7 AMENDMENT AND WAIVER. Any provision of this Agreement may be
amended or waived with the written consent of the Company and the Holders
of at least a majority of the outstanding shares of the Registrable
Securities, so long as the effect is to treat all Holders equally. Any
amendment or waiver of this Agreement shall require the written consent of
any Holder who is disproportionately adversely affected by such amendment
or waiver. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each Holder of Registrable Securities and
the Company. In addition, the Company may waive performance of any
obligation owing to it, as to some or all of the Holders of Registrable
Securities, or agree to accept alternatives to such performance, without
obtaining the consent of any Holder of Registrable Securities. In the
event that an underwriting agreement is entered into between the Company
and any Holder, and such underwriting agreement contains terms differing
from this Agreement, as to any such Holder the terms of such underwriting
agreement shall govern.
9.8 EFFECT OF AMENDMENT OR WAIVER. The Purchasers and their
successors and assigns acknowledge that by the operation of SECTION 9.7 of
this Agreement, but subject to the limitations therein, the Holders of a
majority of the outstanding Registrable Securities, acting in conjunction
with the Company, will have the right and power to diminish or eliminate
any or all rights or increase any or all obligations pursuant to this
Agreement.
9.9 RIGHTS OF HOLDERS. Each Holder of Registrable Securities shall
have the absolute right to exercise or refrain from exercising any right or
rights that such Holder may have by reason of this Agreement, including,
without limitation, the right to consent to the waiver or modification of
any obligation under this Agreement, and such Holder shall not incur any
liability to any other holder of any securities of the Company as a result
of exercising or refraining from exercising any such right or rights.
9.10 DELAYS OR OMISSIONS. No delay or omission to exercise any right,
power or remedy accruing to any party to this Agreement, upon any breach or
default of the other party, shall impair any such right, power or remedy of
such non-breaching party nor shall it be construed to be a waiver of any
such breach or default, or an acquiescence therein, or of or in any similar
breach or default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or
approval of any kind or character on the part of any party of
any breach or default under this Agreement, or any waiver on the part
of any party of any provisions or conditions of this Agreement,
must be made in writing and shall be effective only to the extent
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specifically set forth in such writing. All remedies, either under this
Agreement, or by law or otherwise afforded to any Holder, shall be
cumulative and not alternative.
9.11 FAILURE TO EFFECT REGISTRATION. If the Company shall fail to
file the Registration Statement referred to in SECTION 2(A) hereof within
thirty (30) days after the issuance of the Primary Shares, or to cause the
Commission to declare such Registration Statement effective within (i) one
hundred twenty (120) days after the issuance of the Primary Shares or (ii)
if the Commission elects to review the Registration Statement, forty-five
(45) days following the Company's receipt of initial comments from the
Commission with respect to such Registration Statement, whichever is later,
then the Company will pay to each Purchaser, upon demand therefor, an
amount equal to one percent (1%) of the purchase price paid by such
Purchaser for the Primary Shares for each full period, if any, of five (5)
business days thereafter before the Registration Statement is filed and/or
becomes effective, as applicable. Notwithstanding the foregoing to the
contrary, the maximum amount payable by the Company pursuant to this
section is an amount equal to five percent (5%) of the purchase price paid
by the Purchasers for the Primary Shares.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
UNIFAB INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Title: Chief Executive Officer
------------------------------
PURCHASER:
____________________________________
[Name of Purchaser]
By:
---------------------------------
Title:
------------------------------
PLACEMENT AGENT:
XXXXXX XXXXXX & COMPANY, INC.
By:
---------------------------------
Title:
------------------------------
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
UNIFAB INTERNATIONAL, INC.
By:
---------------------------------
Title:
------------------------------
PURCHASER:
Ohio Carpenters' Pension Plan
-------------------------------------
[Name of Purchaser]
By: Wellington Management Company, LLP
As Its Investment Advisor
By: /s/ Xxxxx X. Xxxxx
-----------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
PLACEMENT AGENT:
XXXXXX XXXXXX & COMPANY, INC.
By:
---------------------------------
Title:
------------------------------
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
UNIFAB INTERNATIONAL, INC.
By:
---------------------------------
Title:
------------------------------
PURCHASER:
New York State Nurses Association Pension Plan
----------------------------------------------
[Name of Purchaser]
By: Wellington Management Company, LLP
As Its Investment Advisor
By: /s/ Xxxxx X. Xxxxx
-----------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
PLACEMENT AGENT:
XXXXXX XXXXXX & COMPANY, INC.
By:
---------------------------------
Title:
------------------------------
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
UNIFAB INTERNATIONAL, INC.
By:
---------------------------------
Title:
------------------------------
PURCHASER:
Laborers' District Council and Contractors'
of Ohio
-------------------------------------
[Name of Purchaser]
By: Wellington Management Company, LLP
As Its Investment Advisor
By: /s/ Xxxxx X. Xxxxx
-----------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
PLACEMENT AGENT:
XXXXXX XXXXXX & COMPANY, INC.
By:
---------------------------------
Title:
------------------------------
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
UNIFAB INTERNATIONAL, INC.
By:
---------------------------------
Title:
------------------------------
PURCHASER:
Oregon Investment Council
-------------------------------------
[Name of Purchaser]
By: Wellington Management Company, LLP
As Its Investment Advisor
By: /s/ Xxxxx X. Xxxxx
-----------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
PLACEMENT AGENT:
XXXXXX XXXXXX & COMPANY, INC.
By:
---------------------------------
Title:
------------------------------
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
UNIFAB INTERNATIONAL, INC.
By:
---------------------------------
Title:
------------------------------
PURCHASER:
-------------------------------------
[Name of Purchaser]
By:
--------------------------------
Title:
-------------------------------
PLACEMENT AGENT:
XXXXXX XXXXXX & COMPANY, INC.
By: /s/ Minor Xxxxxxx
---------------------------------
Title: Managing Director
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-11-
Schedule A
List of Purchasers
Wellington Management Company, LLP
