Exhibit 10.76
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of February 24, 2005, by and among
SELECT MEDICAL HOLDINGS CORPORATION, a Delaware corporation f/k/a EGL Holding
Company (the "Company"), WELSH, CARSON, XXXXXXXX & XXXXX IX, L.P., a Delaware
limited partnership ("WCAS IX"), WCAS CAPITAL PARTNERS IV, L.P., a Delaware
limited partnership ("WCAS XX XX"), and each of the other individuals and
entities from time to time named on Schedule I hereto (together with WCAS IX and
WCAS XX XX, each a "Stockholder" and collectively, the "Stockholders").
RECITALS:
WHEREAS, on October 17, 2004, the Company, EGL Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of the Company ("Acquisition"),
and Select Medical Corporation, a Delaware corporation ("SEM"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, upon
the terms and subject to the conditions set forth therein, at the effective time
of the Merger, (i) Acquisition will merge with and into SEM (the "Merger") with
SEM continuing as the surviving corporation (the "Surviving Corporation"), (ii)
each share of Common Stock, par value $0.01 per share, of SEM ("SEM Common
Stock") that is outstanding immediately prior to the Merger (other than (x)
shares of SEM Common Stock owned by SEM, the Company or Acquisition and (y)
shares held by SEM stockholders who have validly exercised appraisal rights
under Section 262 of the Delaware General Corporation Law) will be converted
into the right to receive $18.00 per share in cash, without interest, and (iii)
each outstanding share of Common Stock, par value $0.01 per share, of
Acquisition will be converted into one share of Common Stock, par value $0.01
per share, of the Surviving Corporation;
WHEREAS, the Company, WCAS IX and certain other Stockholders have
entered into a Stock Subscription and Exchange Agreement, dated as of February
22, 2005 (the "Stock Subscription Agreement"), pursuant to which the Company has
agreed to sell to such Stockholders (i) an aggregate 21,471,876.75 shares of
Participating Preferred Stock, par value $0.001 per share, of the Company (the
"Company Preferred Stock"), and (ii) an aggregate 144,398,369.00 shares of
Common Stock, par value $0.001 per share, of the Company (the "Company Common
Stock" and, together with the Company Preferred Stock, the "Company Capital
Stock");
WHEREAS, on the closing date of the Merger, the Company and WCAS XX XX
and certain other Stockholders will enter into a Securities Purchase Agreement
(the "Securities Purchase Agreement") pursuant to which WCAS XX XX and such
other Investors will acquire $150,000,000 aggregate principal amount of senior
subordinated notes of the Company due 2015, 573,171.25 shares of Company
Preferred Stock and 3,854,577.00 shares of Company Common Stock;
WHEREAS, the Company and the Stockholders desire to provide for certain
matters relating to the Company Capital Stock and any securities directly or
indirectly
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convertible into or exercisable or exchangeable for Company Common Stock
("Options or Convertible Securities");
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto hereby agree as
follows:
ARTICLE I.
INTRODUCTORY MATTERS
SECTION 1.01. Defined Terms. In addition to the terms defined elsewhere
herein, the following terms have the following meanings when used herein with
initial capital letters:
"Affiliate" means, with respect to any specified Person, a Person that
directly, or indirectly through one or more intermediaries, Controls, is
Controlled by or is under common Control with, the specified Person, including
without limitation, any investment partnership or limited liability company now
or hereafter existing which is Controlled by or under common Control with such
Person; provided, that officers, directors or employees of the Company or SEM
will not be deemed to be Affiliates of a stockholder of the Company for purposes
hereof solely by reason of being officers, directors or employees of the Company
or SEM; provided, further, that, for purposes of the definition of Third Party
contained in Section 4.01, no portfolio company of WCAS IX (or of any other
investment partnership or limited liability company under common Control with
WCAS IX) shall be deemed to be an Affiliate of the Company or WCAS IX unless a
majority of the outstanding voting securities of such portfolio company are
owned by WCAS IX and/or such other investment partnership or limited liability
company.
"Agreement" means this Agreement, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
terms hereof.
"Assumption Agreement" means a writing reasonably satisfactory in form
and substance to the Company and WCAS IX whereby a Permitted Transferee of
Company Equity Securities becomes a party to, and agrees to be bound (to the
same extent as its transferor) by, the terms of this Agreement as a
"Stockholder" hereunder.
"Board" means the Board of Directors of the Company.
"Business Day" means a day other than a day on which commercial banks
in New York, New York are authorized or required by law to close.
"Commission" means the Securities and Exchange Commission, or any other
federal agency at the time administering the Securities Act.
"Company Equity Securities" means all shares of Company Capital Stock
now or hereafter issued and all Options or Convertible Securities now or
hereafter issued.
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"Company Stock Plans" means all stock option plans, restricted stock
purchase plans and other stock-based plans and agreements approved by the Board.
"Control" (including the terms "Controlling", "Controlled by" and
"under common Control with") means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.
"Designated Affiliate" means (i) in the case of any Stockholder that is
not a natural person, any Affiliate of such Stockholder, (ii) in the case of a
Stockholder who is a natural person, such Stockholder's parents, spouse and
lineal descendants and the lineal descendants of such Stockholder's spouse, or
trusts for the benefit of, or corporations, limited liability companies or
partnerships, the stockholders, members or general and/or limited partners of
which include, only such Stockholder and/or Stockholder's parents, spouse or
lineal descendants or the lineal descendants of such Stockholder's spouse, (iii)
in the case of WCAS IX or WCAS XX XX and each of their Designated Affiliates
under this clause (iii), WCAS IX, WCAS XX XX and each general partner, manager,
member, officer, director or employee of any of the foregoing; and (iv) in the
case of TCEP and each of its Designated Affiliates under this clause (iv), TCEP
and each general partner, manager, member, officer, director or employee of any
of the foregoing. For purposes of the foregoing, lineal descendants shall be
deemed to include children by adoption.
"Exchange Act" means the Securities Exchange Act of 1934, or any
successor federal statute, and the rules and regulations of the Commission
thereunder, as the same may be amended from time to time.
"Fully Diluted Basis" means, with respect to any determination of the
number of shares of Company Common Stock outstanding or held by one or more
Persons, the number of shares of Company Common Stock outstanding or held by
such Persons (excluding any unvested shares of restricted Company Common Stock
issued under Company Stock Plans) assuming (i) the conversion of each
outstanding share of Company Preferred Stock into that number of shares of
Company Common Stock equal to the Conversion Constant (as defined in Section I
of Article FOURTH of the Restated Certificate of Incorporation of the Company)
as in effect at the time of such determination and (ii) the full conversion,
exercise and exchange of all other Options or Convertible Securities for Company
Common Stock (excluding options and other rights issued under Company Stock
Plans); provided, however, that in connection with a Proposed Sale (as defined
in Section 3.01(a)), unvested shares of restricted Company Common Stock issued
under Company Stock Plans which would vest at or before the consummation of such
Proposed Sale shall not be excluded from the determination of the number of
shares of Company Common Stock held by a Tagging Stockholder.
"Permitted Transferee" means any Person to whom Company Equity
Securities are Transferred in a Transfer in accordance with Section 2.02 and
otherwise not in violation of this Agreement and who is required to, and does,
enter into an Assumption Agreement, it being understood that neither the Company
nor any of its subsidiaries shall be considered to be Permitted Transferees.
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"Person" means any natural person, corporation, limited liability
company, partnership, trust, joint stock company, business trust, unincorporated
association, joint venture, governmental authority or other legal entity of any
nature whatsoever.
"Public Offering" means the sale of shares of Company Common Stock to
the public pursuant to an effective registration statement (other than a
registration statement on Form X-0, Xxxx X-0 or any similar or successor form)
filed under the Securities Act.
"Qualified Purchaser" means any Schedule III Purchaser or Schedule IV
Purchaser, each under and as defined in the Stock Subscription Agreement, so
long as such Stockholder was not an employee of the Company or any of its
subsidiaries on the date hereof and such Stockholder continues to own,
collectively with its Permitted Transferees, at least 50% of the shares of
Company Common Stock and 50% of the shares of Company Preferred Stock owned by
it on the date hereof after giving effect to the transactions contemplated by
the Stock Subscription Agreement.
"Qualified Stockholder" means any Stockholder who (individually or
together with its Designated Affiliates), at the time of determination, holds on
a Fully Diluted Basis not less than 200,000 shares (as adjusted for any stock
splits, stock dividends, stock combinations and similar events occurring after
the date hereof) of Company Common Stock.
"Securities Act" means the Securities Act of 1933, or any successor
federal statute, and the rules and regulations of the Commission thereunder, as
the same may be amended from time to time.
"TCEP" means Xxxxx Xxxxxxx Fund VI, L.P., a Delaware limited
partnership.
"Transfer" means a transfer, sale, assignment, pledge, hypothecation or
other disposition (including by operation of law), whether directly or
indirectly pursuant to the creation of a derivative security, the grant of an
option or other right or the imposition of a restriction on disposition or
voting.
"Voting Proxy" means any irrevocable proxy granted to WCAS IX by a
Stockholder and shall include each "Voting Proxy" referred to in the Stock
Subscription Agreement.
SECTION 1.02. Construction. (a) The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement. Unless the context otherwise
requires: (i) "or" is disjunctive but not exclusive, (ii) words in the singular
include the plural, and in the plural include the singular, (iii) the words
"hereof", "herein", and "hereunder" and words of similar import when used in
this Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement, (iv) the headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement,
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(v) the words "Article" and "Section" are references to the articles and
sections of this Agreement unless otherwise specified and (vi) whenever the
words "include", "includes" or "including" are used in this Agreement they shall
be deemed to be followed by the words "without limitation".
(b) References herein to WCAS IX, to the extent such entity shall have
transferred any of its shares of Company Common Stock to one or more Permitted
Transferees, shall mean WCAS IX and such Permitted Transferees, taken together,
and any right or action that may be taken at the election of WCAS IX may be
taken at the election of WCAS IX and such Permitted Transferees to the extent
WCAS IX has agreed in writing to transfer such rights to any such Permitted
Transferee.
ARTICLE II.
TRANSFERS
SECTION 2.01. Transfers. (a) No Stockholder may Transfer any Company
Equity Securities other than (i) with respect to Transfers by Stockholders other
than by WCAS IX, Transfers made with the written consent of WCAS IX and (ii)
Transfers made in accordance with Section 2.02, Article III (including any
Excluded Transactions (as defined in Section 3.01(a)) or Article IV; provided,
that, notwithstanding the foregoing, any employee, officer or director of the
Company or any of its subsidiaries may Transfer Company Equity Securities to the
Company or any of its subsidiaries. Any attempted Transfer of Company Equity
Securities in violation of the provisions of this Agreement shall be null and
void ab initio and of no effect.
(b) Each certificate representing Company Equity Securities that is
held by a Stockholder will bear a legend substantially to the following effect
with such additions thereto or changes therein as the Company may be advised by
counsel are required by law or necessary to give full effect to this Agreement
(the "Stockholders Agreement Legend"):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
STOCKHOLDERS AGREEMENT, DATED AS OF FEBRUARY 24, 2005, AMONG THE
COMPANY AND THE OTHER PARTIES THERETO, AS AMENDED, A COPY OF WHICH IS
ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. THE
HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES
TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT."
The Stockholders Agreement Legend will be removed by the Company by the delivery
of substitute certificates without such Stockholders Agreement Legend in the
event of (i) a Transfer permitted by this Agreement in which the Transferee is
not required to enter into an Assumption Agreement or (ii) the termination of
this Agreement in accordance with Section 9.07.
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(c) The Company shall not give effect to any attempted Transfer of
Company Equity Securities made in violation of the terms of any Voting Proxy,
and any attempted Transfer in violation of the terms thereof shall be null and
void ab initio and of no effect. At all times prior to the expiration of any
Voting Proxy, the Company shall use its best efforts to comply with the
provisions of such Voting Proxies relating to the placing of legends on Company
Equity Securities, and each Stockholder granting any such Voting Proxy hereby
consents to the placing of such legends on such certificates.
SECTION 2.02. Transfers to Permitted Transferees. Any Stockholder may,
at any time, Transfer any or all of the Company Equity Securities held by such
Stockholder to any one or more Designated Affiliates of such Stockholder so long
as each such Designated Affiliate duly executes and delivers an Assumption
Agreement (such Transfer to be effective only upon the delivery of such
Assumption Agreement to the Company and WCAS IX); provided, that (A) if the
Company so requests promptly following (and, in any event, within five (5)
Business Days after) its receipt of such Assumption Agreement, such Assumption
Agreement shall not be effective unless and until the Company has been furnished
with an opinion in form and substance reasonably satisfactory to the Company of
counsel reasonably satisfactory to the Company (which may include internal
counsel of such Stockholder) that such Transfer is exempt from or not subject to
the provisions of Section 5 of the Securities Act and any other applicable
securities laws and (B) no Transfer under this Section 2.02 shall be permitted
if such Transfer would require the Company to register a class of equity
securities under Section 12 of the Exchange Act under circumstances where the
Company does not then have securities of any class registered under Section 12
of the Exchange Act. Notwithstanding the foregoing, no party hereto shall avoid
the provisions of this Agreement by making one or more Transfers to one or more
Permitted Transferees and then disposing of all or any portion of such party's
interest in any such Permitted Transferee.
SECTION 2.03. Securities Law Compliance. (a) Each Stockholder agrees
that it will not effect any Transfer of Company Equity Securities unless such
Transfer is made pursuant to an effective registration statement under the
Securities Act or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and, in either case, in
compliance with all applicable state securities laws. The Company agrees, and
each Stockholder understands and consents, that the Company will not cause or
permit the Transfer of any Company Equity Securities to be made on its books (or
on any register of securities maintained on its behalf) unless the Transfer is
permitted by, and has been made in accordance with the terms of this Agreement
and all applicable federal and state securities laws. Any attempted Transfer in
violation of the terms hereof shall be null and void ab initio and of no effect.
Each Stockholder agrees that in connection with any Transfer of Company Equity
Securities that is not made pursuant to a registered public offering, the
Company may, in its sole discretion, request an opinion in form and substance
reasonably satisfactory to the Company of counsel reasonably satisfactory to the
Company (which may include internal counsel of such Stockholder) stating that
such transaction is exempt from registration under the Securities Act and in
compliance with applicable state securities laws.
(b) From and after the date hereof, and until such time as such
securities (i) have been sold to the public pursuant to an effective
registration statement under the Securities Act or pursuant to an exemption from
such registration, or (ii) are eligible to be sold pursuant to clause
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(k) of Rule 144 (or any successor clause or Rule) under the Securities Act, and,
in each case, the holder of such securities shall have requested the issuance of
new certificates in writing and, if requested by the Company, delivered to the
Company an opinion in form and substance reasonably satisfactory to the Company
of counsel reasonably satisfactory to the Company (which may include internal
counsel of such Stockholder) to such effect, all certificates representing
Company Equity Securities that are held by any Stockholder shall bear a legend
which shall state the following:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NO INTEREST HEREIN
MAY BE SOLD, OFFERED, ASSIGNED, DISTRIBUTED, PLEDGED OR OTHERWISE
TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT COVERING ANY SUCH TRANSACTION OR (B) THE COMPANY
RECEIVES AN OPINION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING
THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION AND IN
COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS OR (C) THE COMPANY
AND ITS COUNSEL ARE OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT
FROM SUCH REGISTRATION AND IN COMPLIANCE WITH ALL STATE SECURITIES
LAWS."
ARTICLE III.
TAG-ALONG RIGHTS
SECTION 3.01. Tag-Along Rights. (a) With respect to any proposed
Transfer by WCAS IX and/or any of its Permitted Transferees (collectively, the
"Selling Stockholder") of shares of Company Capital Stock to any Person who is
not a Designated Affiliate of the Selling Stockholder other than (i) pursuant to
any agreement or plan of merger or combination, including any tender or exchange
offer in respect thereof, that is approved by the Board (provided that such plan
of merger or combination provides that each Stockholder is eligible to receive
the same form of consideration received by WCAS IX and/or its Permitted
Transferees in exchange for the same kind of securities) or (ii) any transaction
or transactions occurring after the date hereof that (when aggregated with all
shares sold in connection with prior Transfers that were deemed to be Excluded
Transactions under this clause (ii)) result in the Transfer by the Selling
Stockholder of (x) less than an aggregate 1,250,000 (as adjusted for any stock
splits, stock dividends, stock combinations and similar events occurring after
the date hereof) shares of Company Preferred Stock and/or (y) less than an
aggregate 8,250,000 shares (as adjusted for any stock splits, stock dividends,
stock combinations and similar events occurring after the date hereof) of
Company Common Stock (any such transaction referred to in clause (i) or (ii)
above, an "Excluded Transaction", and any such transaction not excluded under
clause (i) or (ii) above, a "Proposed Sale"), each Stockholder (other than the
Selling Stockholder) who exercises its rights under this Section 3.01(a) in
accordance with this Section 3.01 (each a "Tagging Stockholder") will have the
right to include the following in the proposed sale to the proposed
transferee(s) of shares (the "Proposed Transferee") or sell the following to the
Selling Stockholder (if such Proposed
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Transferee will not agree to purchase shares directly from such Tagging
Stockholder, and in such case the Selling Stockholder shall be obligated to
purchase from such Stockholder the following): (1) if the Selling Stockholder
proposes to Transfer shares of Company Preferred Stock in such Proposed Sale, a
number of shares of Company Preferred Stock up to the product (rounded down to
the nearest whole number) of (i) the quotient determined by dividing (A) the
aggregate number of shares of Company Preferred Stock owned by such Tagging
Stockholder by (B) the aggregate number of shares of Company Preferred Stock
then outstanding and (ii) the total number of shares of Company Preferred Stock
proposed to be Transferred to the Proposed Transferee(s) and/or (2) if the
Selling Stockholder proposes to Transfer shares of Company Common Stock in such
Proposed Sale, a number of shares of Company Common Stock up to the product
(rounded down to the nearest whole number) of (i) the quotient determined by
dividing (A) the aggregate number of shares of Company Common Stock owned by
such Tagging Stockholder on a Fully Diluted Basis by (B) the aggregate number of
shares of Company Common Stock then outstanding on a Fully Diluted Basis and
(ii) the total number of shares of Company Common Stock proposed to be
Transferred to the Proposed Transferee(s), at the same price(s) per share of
Company Preferred Stock and/or Company Capital Stock, as the case may be, and
upon the same terms and conditions (including time of payment, form of
consideration and adjustments to purchase price) as the Selling Stockholder;
provided, that in order to be entitled to exercise its right to sell shares of
Company Capital Stock to the Proposed Transferee pursuant to this Section 3.01,
each Tagging Stockholder, if requested by such Proposed Transferee, (x) shall
agree to the same covenants as the Selling Stockholder agrees to in connection
with the Proposed Sale, (y) shall be obligated to join on a pro rata basis
(based on the proceeds received by such Tagging Stockholder in connection with
the Proposed Sale) in any indemnification that the Selling Stockholder agrees to
provide in connection with the Proposed Sale (other than in connection with
obligations that relate to a particular Stockholder such as representations and
warranties concerning itself for which each Stockholder shall agree to be solely
responsible, and provided that the liability for any indemnification to be
provided by such Tagging Stockholder with respect to any representations and
warranties made by such Tagging Stockholder shall not exceed the total
consideration received by such Tagging Stockholder for its Company Equity
Securities in respect of such Proposed Sale), and (z) shall make such
representations and warranties concerning itself and the shares of Company
Capital Stock to be sold by it in connection with such Transfer as the Selling
Stockholder makes with respect to itself and its shares.
(b) Each Tagging Stockholder will be responsible for funding
its proportionate share of any adjustment in purchase price or escrow
arrangements in connection with the Proposed Sale and for its proportionate
share of any withdrawals from any such escrow, including any such withdrawals
that are made with respect to claims arising out of agreements, covenants,
representations, warranties or other provisions relating to the Proposed Sale.
(c) Each Tagging Stockholder will be responsible for its
proportionate share of the fees, commissions and other out-of-pocket expenses
(collectively, "Costs") of the Proposed Sale to the extent not paid or
reimbursed by the Company, the Proposed Transferee or another Person (other than
the Selling Stockholder); provided, that the liability for such Costs shall not
exceed the total purchase price received by such Stockholder for such shares (or
if such Proposed Sale does not occur, such proposed purchase price). The Selling
Stockholder shall be entitled to estimate in its reasonable, good faith judgment
each Tagging Stockholder's proportionate share
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of such Costs and to withhold such amounts from payments to be made to each
Tagging Stockholder at the time of closing of such Proposed Sale; provided, that
(i) such estimate shall not preclude the Selling Stockholder from recovering
additional amounts from the Tagging Stockholders in respect of each such Tagging
Stockholder's proportionate share of such Costs and (ii) the Selling Stockholder
shall reimburse each Tagging Stockholder to the extent actual amounts are
ultimately less than the estimated amounts or any such amounts are paid by the
Company, the Proposed Transferee or another Person (other than the Selling
Stockholder).
SECTION 3.02. Exercise of Tag-Along Rights; Notices. The Selling
Stockholder will give the Company prior written notice of each Proposed Sale,
setting forth the number and type of shares of Company Capital Stock proposed to
be so Transferred, the name and address of the Proposed Transferee, the proposed
amount and form of consideration and other material terms and conditions of
payment offered by the Proposed Transferee. In the event that any of the
material terms or conditions set forth in the notice are thereafter amended in
any material respect, the Selling Stockholder shall also give written notice of
the amended terms and conditions of the Proposed Sale to the Company. Upon its
receipt of any such notice or amended notice, the Company shall promptly, but in
all events within two (2) Business Days of its receipt thereof, forward copies
thereof to each of the Stockholders other than the Selling Stockholder (such
initial notice, the "Tag-Along Opportunity Notice" and any amended notice, an
"Amended Tag-Along Opportunity Notice"). In order to exercise the tag-along
rights provided by this Article III a Stockholder must send a written notice to
the Company and the Selling Stockholder indicating its desire to exercise its
rights and specifying the number and type of shares of Company Capital Stock it
desires to sell (the "Tag-Along Exercise Notice") within ten (10) Business Days
following the giving of the Tag-Along Opportunity Notice to such Stockholder (or
if an Amended Tag-Along Opportunity Notice is given to the Stockholders, within
ten (10) Business Days following the giving of such Amended Tag-Along
Opportunity Notice). Upon the giving of an Amended Tag-Along Opportunity Notice
to a Stockholder that had previously provided a Tag-Along Exercise Notice, such
Tagging Stockholder shall be permitted to cancel its exercise of its rights
under this Article III upon delivery of written notice to the Selling
Stockholder and the Company to such effect and shall be released from its
obligation hereunder. There shall be no liability on the part of the Selling
Stockholder to any Tagging Stockholder if the sale of shares of Company Capital
Stock pursuant to this Article III is not consummated for whatever reason.
Whether or not to effect a sale of shares of Company Capital Stock pursuant to
this Article III shall be within in the sole and absolute discretion of the
Selling Stockholder.
SECTION 3.03. Closing of Proposed Sale. (a) Each Tagging Stockholder
shall deliver to the Company, as agent for such Tagging Stockholder, for
transfer to the Proposed Transferee one or more certificates, properly endorsed
for transfer and with all stock transfer taxes paid and stamps affixed, which
represent the shares of Company Capital Stock that such Tagging Stockholder is
permitted to dispose of pursuant to this Article III. The consummation of such
Proposed Sale shall be subject to the sole discretion of the Selling
Stockholder, who shall have no liability or obligation whatsoever to any Tagging
Stockholder participating therein other than to obtain for such Tagging
Stockholder the same terms and conditions as those of the Selling Stockholder.
In connection with the consummation of any such Proposed Sale, the Company (i)
shall transfer to the Proposed Transferee at the closing of such Proposed Sale a
stock certificate or certificates representing the shares of Company Capital
Stock to be disposed of by any Tagging Stockholders and (ii) shall promptly
thereafter remit to each Tagging
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Stockholder (x) that portion of the proceeds of the disposition to which such
Tagging Stockholder is entitled by reason of such participation (after giving
effect to Section 3.01(b) and/or 3.01(c)) and (y) a stock certificate or
certificates representing any balance of shares of Company Capital Stock that
were not so disposed of (or all shares of Company Capital Stock, in the event
the proposed disposition is not consummated).
(b) If any Tagging Stockholder exercises its rights under this Article
III, the closing of the purchase of the Company Capital Stock with respect to
which such rights have been exercised will take place concurrently with the
closing of the sale of the Selling Stockholder's Company Capital Stock to the
Proposed Transferee. If by the end of ninety (90) days following the date of
delivery of the Tag-Along Opportunity Notice (or, following the delivery of the
last Amended Tag-Along Opportunity Notice, if applicable), the Selling
Stockholder and the Proposed Transferee have not completed the Proposed Sale,
each Tagging Stockholder shall be released from its obligations under this
Article III, and the Tag-Along Exercise Notices shall be null and void, and it
shall be necessary for the terms of this Article III to be separately complied
with in order to consummate such Proposed Sale pursuant to this Article III.
SECTION 3.04. Tag-Along Power of Attorney. Upon delivering a Tag Along
Exercise Notice, each Tagging Stockholder will, if requested by the Selling
Stockholder, execute and deliver a power of attorney in form and substance
reasonably satisfactory to the Selling Stockholder and such Tagging Stockholder
with respect to the shares of Company Capital Stock that are to be sold by such
Tagging Stockholder pursuant hereto (a "Tag-Along Power of Attorney"); it being
understood that the Tag-Along Power of Attorney will provide, among other
things, that each such Tagging Stockholder will irrevocably appoint said
attorney-in-fact as its agent and attorney-in-fact with full power and authority
to act under the Tag-Along Power of Attorney on its behalf with respect to (and
subject to the terms and conditions of) the matters specified in this Article
III.
ARTICLE IV.
DRAG-ALONG RIGHTS
SECTION 4.01. Drag-Along Rights. If WCAS IX (the "Dragging
Stockholder"), the Company or SEM receives an offer from a Person who is not an
Affiliate of the Company or WCAS IX (a "Third Party") to purchase or exchange
(by merger, consolidation or otherwise) (x) at least a majority of the shares of
Company Common Stock then outstanding and/or at least a majority of the shares
of Company Preferred Stock then outstanding or (y) all or substantially all of
the assets of the Company and its subsidiaries taken as a whole, and WCAS IX
wishes to accept such offer (or WCAS IX wishes that the Company or SEM accept
such offer), then each Stockholder other than WCAS IX (the "Drag-Along
Stockholders") hereby agrees that, if requested by the Dragging Stockholder,
such Stockholder will (A) waive any appraisal rights that it would otherwise
have in respect of such transaction, and/or (B) Transfer to such Third Party,
subject to the other provisions of this Article IV, on the terms of the offer so
accepted by the Dragging Stockholder, including time of payment, form and choice
of consideration and adjustments to purchase price, (i) that number of shares of
Company Preferred Stock equal to the number of shares of Company Preferred Stock
owned by such Stockholder multiplied by the
10
percentage of the then outstanding shares of Company Preferred Stock to which
the Third Party offer is applicable, if any, and (ii) that number of shares of
Company Common Stock equal to the number of outstanding shares of Company Common
Stock owned by such Stockholder multiplied by the percentage of the then
outstanding shares of Company Common Stock to which the Third Party offer is
applicable, if any.
SECTION 4.02. Exercise of Drag-Along Rights; Notices; Certain
Conditions of Drag-Along Sales. (a) The Dragging Stockholder will give notice
(the "Drag-Along Notice") to the Drag-Along Stockholders of any proposed
Transfer giving rise to the rights of the Dragging Stockholder set forth in
Section 4.01 (a "Drag-Along Sale") within five (5) Business Days after the
Dragging Stockholder's acceptance of the offer referred to in Section 4.01 and,
in any event, not less than ten (10) Business Days prior to the proposed closing
date for such Drag-Along Sale. The Drag-Along Notice will set forth the number
and type of shares of Company Capital Stock proposed to be so Transferred, the
name of the proposed transferee or acquiring Person, the proposed amount and
form of consideration, the number and type of shares of Company Capital Stock
sought and the other terms and conditions of the offer.
(b) If any holders of Company Capital Stock are given an option as to
the form and amount of consideration to be received, all holders of such class
of Company Capital Stock shall be given the same option. Each Drag-Along
Stockholder (x) shall agree to the same covenants as the Dragging Stockholder
agrees to in connection with the Drag-Along Sale (provided such covenants shall
not apply to Affiliates of such Drag-Along Stockholder that are not Controlled
by such Drag-Along Stockholder), (y) shall be obligated to join on a pro rata
basis (based on the proceeds received by each such Drag-Along Stockholder in
connection with the Drag-Along Sale) in any indemnification that the Dragging
Stockholder agrees to provide in connection with the Drag-Along Sale (other than
in connection with obligations that relate to a particular Stockholder, such as
representations and warranties concerning itself, for which each Stockholder
shall agree to be solely responsible, and provided that the liability for any
indemnification to be provided by such Drag-Along Stockholder with respect to
any representations and warranties made by such Drag-Along Stockholder shall not
exceed the total consideration received by such Drag-Along Stockholder for its
Company Equity Securities in respect of such Drag-Along Sale), and (z) shall
make such representations and warranties concerning itself and the shares of
Company Capital Stock to be sold by it in connection with such Drag-Along Sale
as the Dragging Stockholder makes with respect to itself and its shares.
(c) Each Drag-Along Stockholder will be responsible for funding its
proportionate share of any adjustment in purchase price or escrow arrangements
in connection with the Drag-Along Sale and for its proportionate share of any
withdrawals from any such escrow, including any such withdrawals that are made
with respect to claims arising out of agreements, covenants, representations,
warranties or other provisions relating to the Drag-Along Sale.
(d) Each Drag-Along Stockholder will be responsible for its
proportionate share of the Costs of the Drag-Along Sale to the extent not paid
or reimbursed by the Company, the Third Party or another Person (other than the
Dragging Stockholder); provided, that the liability for such Costs shall not
exceed the total consideration received by such Drag-Along Stockholder for its
Company Equity Securities in respect of such Drag-Along Sale. The Dragging
Stockholder shall be entitled to estimate in its reasonable, good faith judgment
each Drag-Along
11
Stockholder's proportionate share of such Costs and to withhold
such amounts from payments to be made to each Drag-Along Stockholder at the time
of closing of the Drag-Along Sale; provided that (i) such estimate shall not
preclude the Dragging Stockholder from recovering additional amounts from the
Drag-Along Stockholders in respect of each Drag-Along Stockholder's
proportionate share of such Costs and (ii) the Dragging Stockholder shall
reimburse each Drag-Along Stockholder to the extent actual amounts are
ultimately less than the estimated amounts or any such amounts are paid by the
Company, the Third Party or another Person (other than the Dragging
Stockholder).
SECTION 4.03. Closing of Drag-Along Sale. (a) At the closing of such
Drag-Along Sale, each of the Drag-Along Stockholders shall deliver certificates
evidencing the Company Equity Securities then held by it and to be sold or
cancelled in connection with such sale, duly endorsed for transfer or
accompanied by stock powers executed in blank, against payment of the purchase
price therefor by wire transfer to the account or accounts specified by such
Drag-Along Stockholder.
(b) If the Drag-Along Sale is not consummated within 180 days from the
date of the Drag-Along Notice, the Dragging Stockholder must deliver another
Drag-Along Notice in order to exercise its rights under this Article IV with
respect to such Drag-Along Sale.
SECTION 4.04. Custody Agreement and Power of Attorney. Upon receiving a
Drag-Along Notice, each Drag-Along Stockholder will, if requested by the
Dragging Stockholder, execute and deliver a custody agreement and power of
attorney in form and substance reasonably satisfactory to the Dragging
Stockholder and such Drag-Along Stockholder with respect to the shares of
Company Capital Stock that are to be sold by such Drag-Along Stockholder
pursuant hereto and with respect to any other Company Equity Securities subject
to this Article IV in respect of such Drag-Along Sale (a "Drag-Along Custody
Agreement and Power of Attorney"); it being understood that the Drag-Along
Custody Agreement and Power of Attorney will provide, among other things, that
each such Drag-Along Stockholder will deliver to and deposit in custody with the
custodian and attorney-in-fact named therein a certificate or certificates
representing such shares of Company Capital Stock (each duly endorsed in blank
by the registered owner or owners thereof) and irrevocably appoint said
custodian and attorney-in-fact as its agent and attorney-in-fact with full power
and authority to act under the Drag-Along Custody Agreement and Power of
Attorney on its behalf with respect to (and subject to the terms and conditions
of) the matters specified in this Article IV.
ARTICLE V.
PREEMPTIVE RIGHTS
SECTION 5.01. Grant of Preemptive Rights. (a) The Company hereby grants
to each Qualified Stockholder the right to purchase such Qualified Stockholder's
Proportionate Percentage (as hereinafter defined) of any Company Equity
Securities to be issued in any future Eligible Issuance (as hereinafter
defined). For the purposes of this Article V, the following terms shall have the
meanings set forth below:
12
"Proportionate Percentage" means, with respect to any Qualified
Stockholder as of any date, the result (expressed as a percentage) obtained by
dividing (i) the number of shares of Company Common Stock owned by such
Qualified Stockholder as of such date on a Fully Diluted Basis by (ii) the total
number of shares of Company Common Stock outstanding as of such date on a Fully
Diluted Basis.
"Eligible Issuance" means the issuance by the Company to any Person or
Persons (including any of the Stockholders) for cash, cash equivalents, property
or indebtedness of any Company Equity Securities, other than an issuance by the
Company:
(i) of shares of Company Common Stock or options to purchase
shares of Company Common Stock in connection with or pursuant to a
Company Stock Plan;
(ii) of Company Equity Securities in connection with a bona
fide business acquisition, reorganization or recapitalization of or by
the Company or any subsidiary thereof, whether by merger,
consolidation, sale of assets, sale or exchange or otherwise;
(iii) of Company Equity Securities to Persons with which the
Company has entered into a bona fide new business relationship (or has
amended an existing bona fide business relationship) provided that such
issuances are not primarily for equity financing purposes;
(iv) of Company Equity Securities upon the exercise, exchange
or conversion of Options or Convertible Securities;
(v) of Company Equity Securities to a lender (including any
Stockholder or any of their Designated Affiliates) in connection with a
debt financing or the amendment of any debt financing arrangements; or
(vi) of Company Equity Securities in a Public Offering.
(b) Notwithstanding anything to the contrary contained herein, in
connection with any proposed Eligible Issuance, the preemptive rights of the
Qualified Stockholders under this Article V may be waived if (i) WCAS IX and
(ii) Qualified Stockholders other than WCAS IX holding not less than 66 2/3% of
the shares of Company Common Stock (determined on a Fully Diluted Basis) held by
such Qualified Stockholders execute and deliver to the Company and WCAS IX a
written waiver of such preemptive rights.
SECTION 5.02. Notice of Eligible Issuance. The Company shall, before
issuing any Company Equity Securities in an Eligible Issuance, give written
notice thereof to each Qualified Stockholder. Such notice shall specify the
Company Equity Securities the Company proposes to issue, the proposed date of
issuance, the consideration that the Company intends to receive therefor and all
other material terms and conditions of such proposed issuance. For a period of
ten (10) Business Days following the date of such notice, each Qualified
Stockholder shall be entitled, by written notice to the Company, to elect to
purchase all or any part of such Qualified Stockholder's Proportionate
Percentage of the Company Equity Securities being sold
13
in the Eligible Issuance; provided, that if two or more securities shall be
proposed to be sold as a "unit" in an Eligible Issuance, any such election must
relate to such unit of securities. To the extent that elections pursuant to this
Section 5.02 shall not be made with respect to any Company Equity Securities
included in an Eligible Issuance within such ten (10) Business Day period, then
the Company may issue such Company Equity Securities, but only for consideration
not less than, and otherwise on terms no less favorable to the Company than,
those set forth in the Company's notice and only within ninety (90) days after
the end of such ten (10) Business Day period. In the event that any such offer
is accepted by one or more Qualified Stockholder or Qualified Stockholders, the
Company shall sell to such Qualified Stockholder or Qualified Stockholders, and
such Qualified Stockholder or Qualified Stockholders shall purchase from the
Company, for the consideration and on the terms set forth in the notice as
aforesaid, the securities that such Qualified Stockholder or Qualified
Stockholders shall have elected to purchase and the Company may sell the
balance, if any, of the Company Equity Securities it proposed to sell in such
Eligible Issuance in accordance with the immediately preceding sentence.
Notwithstanding anything to the contrary contained above, if the Board shall
have determined that it is in the best interests of the Company to proceed with
an Eligible Issuance prior to providing the notices required by this Article V
or affording each of the Qualified Stockholders its preemptive rights in strict
compliance with this Article V, the Company shall be permitted to first
consummate such issuance and thereafter deliver such notices and afford the
Qualified Stockholders an opportunity to exercise their preemptive rights
hereunder so long as such notices are delivered and such preemptive rights offer
is conducted as soon as practicable thereafter and such offer is structured such
that the rights of the Qualified Stockholders hereunder are not prejudiced in
any material respect thereby.
ARTICLE VI.
INFORMATION RIGHTS
SECTION 6.01. Qualified Purchaser Information Rights. From and after
the date that the Company or SEM is not required to file periodic reports
pursuant to the Exchange Act or any indenture or other agreement governing
indebtedness of the Company or SEM, the Company shall provide to each Qualified
Purchaser, by electronic means or otherwise, (a) annual audited consolidated
financial statements within 90 days of the end of the Company's fiscal year, (b)
unaudited consolidated financial statements (including a balance sheet,
statement of operations and statement of stockholders' equity) for each of the
Company's first three fiscal quarters within 45 days of the end of each such
quarter, each prepared in accordance with generally accepted accounting
principles, and (c) any other consolidated financial statements provided to the
senior lenders of the Company pursuant to the Credit Agreement, dated as of
February 24, 2005, among the Company, SEM, the Lenders named therein, promptly
after delivery of such financial statements to such lenders. Without limiting
the foregoing, from and after the date hereof, on reasonable prior written
notice, the Company shall make its representatives reasonably available to the
Qualified Purchasers to discuss the business, results of operations and other
matters pertaining to the Company, it being understood and agreed that no
Qualified Purchaser shall be permitted to exercise the rights granted pursuant
to this sentence more than four (4) times in any fiscal year. Each Qualified
Purchaser acknowledges that any and all information provided to any Qualified
Purchaser pursuant to the terms of this Article VI shall be Confidential
Information (as defined below) and be subject to the provisions of Article VII.
14
ARTICLE VII.
CONFIDENTIALITY
SECTION 7.01. Confidential Information. (a) Each Stockholder agrees
that it will not use at any time any Confidential Information (as hereinafter
defined) of which any such Stockholder is or becomes aware except in connection
with its investment in the Company.
(b) Each Stockholder further agrees that the Confidential Information
will be kept strictly confidential and will not be disclosed by it or its
Representatives (as defined below), except (i) as required by applicable law,
regulation or legal process or in response to any inquiry from a regulatory
authority having jurisdiction over such Stockholder, and only after compliance
with Section 7.01(c) and (ii) that it may disclose the Confidential Information
or portions thereof to those of its officers, employees, directors, limited
partners, advisors and other agents and representatives (the persons to whom
such disclosure is permissible being "Representatives") who need to know such
information in connection with the investment by the Stockholder in the Company;
provided that such Representatives (x) are informed of the confidential and
proprietary nature of the Confidential Information and (y) have agreed to
maintain the confidentiality of the Confidential Information in a manner
consistent with the provisions of this Article VII. Each Stockholder agrees to
be responsible for any breach of this Article VII by its Representatives (it
being understood that such responsibility shall be in addition to and not by way
of limitation of any right or remedy the Company may have against such
Representatives with respect to any such breach).
(c) If any Stockholder or Representative thereof becomes legally
compelled (including by deposition, interrogatory, request for documents,
subpoena, civil investigative demand or similar process) to disclose any of the
Confidential Information, such Stockholder or Representative shall provide the
Company with prompt and, if possible, prior written notice of such requirement
to disclose such Confidential Information. Upon receipt of such notice, the
Company may seek a protective order or other appropriate remedy. If such
protective order or other remedy is not obtained, such Stockholder and its
Representatives shall disclose only that portion of the Confidential Information
which is legally required to be disclosed (as determined in good faith by
counsel to such Stockholder) and shall take all reasonable steps to preserve the
confidentiality of the Confidential Information. In addition, neither such
Stockholder nor its Representative will oppose any action (and such Stockholder
and its Representatives will, if and to the extent requested by the Company and
legally permissible to do so, cooperate with and assist the Company, at the
Company's expense and on a reasonable basis, in any reasonable action) by the
Company to obtain an appropriate protective order or other reliable assurance
that confidential treatment will be accorded the Confidential Information.
(d) As used herein, "Confidential Information" means oral and written
information concerning the Company and its subsidiaries furnished to any
Stockholder or Representative thereof by or on behalf of the Company
(irrespective of the form of communication and whether such information is so
furnished before, on or after the date hereof), and all analyses, compilations,
data, studies, notes, interpretations, memoranda or other documents prepared by
any Stockholder or any Representative thereof containing or based in
15
whole or in part on any such furnished information. The term "Confidential
Information" does not, with respect to any Stockholder, include any information
which (i) at the time of disclosure or thereafter is generally available to the
public (other than as a result of a disclosure directly or indirectly by such
Stockholder or its Representative in violation hereof), (ii) is or becomes
available to such Stockholder on a nonconfidential basis from a source other
than the Company or its advisors provided that such source was not known by such
Stockholder to be prohibited from disclosing such information to such
Stockholder by a legal, contractual or fiduciary obligation, or (iii) with
respect to any Stockholder that is not an individual, the identity of the
Company and the amount invested in Company Capital Stock by such Stockholder.
ARTICLE VIII.
REPRESENTATIONS AND WARRANTIES
SECTION 8.01. Representations and Warranties by the Stockholders. Each
Stockholder, severally and not jointly, represents and warrants to the Company
and the other Stockholders as follows:
(a) The execution, delivery and performance of this Agreement
by such Stockholder will not violate (i) any provision of the
certificate or articles of incorporation, bylaws, operating agreement,
partnership agreement or other organizational documents of such
Stockholder, (ii) any provision of applicable law, any order of any
court or other agency of government, or (iii) any provision of any
indenture, agreement or other instrument to which such Stockholder or
any of such Stockholder's properties or assets is bound, or conflict
with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any such indenture, agreement or other
instrument.
(b) This Agreement has been duly executed and delivered by
such Stockholder, and, when executed by the other parties hereto, will
constitute the legal, valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms.
SECTION 8.02. Representations and Warranties by the Company. The
Company represents and warrants to each Stockholder as follows:
(a) The execution, delivery and performance of this Agreement
by the Company will not violate any provision of applicable law, any
order of any court or other agency of government, the Restated
Certificate of Incorporation or Bylaws of the Company or any provision
of any indenture, agreement or other instrument to which the Company or
any of its properties or assets is bound, or conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a
default under any such indenture, agreement or other instrument.
(b) This Agreement has been duly executed and delivered by the
Company, and, when executed by the other parties hereto, will
constitute the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.
16
ARTICLE IX.
MISCELLANEOUS
SECTION 9.01. Severability. In the event that any one or more of the
provisions contained in this Agreement or in any other instrument referred to
herein shall, for any reason, be held to be invalid, illegal or unenforceable,
such illegality, invalidity or unenforceability shall not affect any other
provisions of this Agreement.
SECTION 9.02. Benefits of Agreement. Nothing expressed by or mentioned
in this Agreement is intended or shall be construed to give any Person other
than the parties hereto and their respective successors and permitted assigns
any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained, this Agreement and all conditions
and provisions hereof being intended to be and being for the sole and exclusive
benefit of the parties hereto and their respective successors and permitted
assigns. Notwithstanding anything in this Section 9.02 to the contrary, subject
to compliance with the terms of this Agreement, each Stockholder shall have the
right to assign its interests hereunder in whole or in part to any transferee of
the Company Equity Securities held by such Stockholder in compliance with this
Agreement (including Section 2.02) . Except as expressly permitted hereby, each
party's rights and obligations under this Agreement shall not be subject to
assignment or delegation by any party hereto, and any attempted assignment or
delegation in violation hereof shall be null and void ab initio.
SECTION 9.03. Notice of Transfer. To the extent that any Stockholder
shall Transfer any Company Equity Securities, notice of which Transfer is not
otherwise required to be delivered to the Stockholders hereunder, such
Stockholder shall, within three (3) days following consummation of such
Transfer, deliver notice thereof to the Company and WCAS IX.
SECTION 9.04. Notices. Any notice or communication required or
permitted hereunder shall be in writing and shall be delivered personally,
delivered by nationally recognized overnight courier service, sent by certified
or registered mail, postage prepaid, or sent by facsimile (subject to electronic
confirmation of such facsimile transmission) or electronic mail (subject to
electronic confirmation of receipt of such mail). Any such notice or
communication shall be deemed to have been given (i) when delivered, if
personally delivered, (ii) three (3) Business Days after it is deposited with a
nationally recognized overnight courier service, if sent by nationally
recognized overnight courier service, (iii) the day of sending, if sent by
facsimile or electronic mail prior to 5:00 p.m. (EST) on any Business Day or the
next succeeding Business Day if sent by facsimile or electronic mail after 5:00
p.m. (EST) on any Business Day or on any day other than a Business Day or (iv)
five Business Days after the date of mailing, if mailed by certified or
registered mail, postage prepaid, in each case, to the following address or
facsimile number, or to such other address or addresses or facsimile number or
numbers as such party may subsequently designate to the other parties by notice
given hereunder:
if to the Company, to it at:
Select Medical Holdings Corporation
0000 Xxx Xxxxxxxxxx Xxxx
X.X. Xxx 0000
00
Xxxxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: President
with a copy to:
Welsh, Carson, Xxxxxxxx & Xxxxx IX, L.P.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxx
Facsimile: (000) 000-0000
with an additional copy to:
Ropes & Xxxx LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
if to any Stockholder, to such Stockholder at the address set forth
opposite such Stockholder's name on Schedule I hereto.
SECTION 9.05. Entire Agreement; Modification. This Agreement
constitutes the entire agreement among the parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings, both oral
and written, among the parties with respect to the subject matter hereof. This
Agreement may not be amended or modified except by an instrument in writing
signed by the Company, WCAS IX and the Stockholders other than WCAS IX and its
Permitted Transferees (the "Other Stockholders") holding not less than a
majority of the shares of Company Common Stock held by the Other Stockholders on
a Fully Diluted Basis; provided, that (i) no provision of this Agreement may be
modified or amended in a manner materially adverse to any Other Stockholder (in
its capacity as a Stockholder hereunder) if such modification or amendment
adversely affects such Other Stockholder disproportionately relative to the
other Other Stockholders (disregarding for such purposes differences resulting
solely from the amount of Company Equity Securities held by the Other
Stockholders) except with the written consent of such adversely and
disproportionately effected Other Stockholder and (ii) no provision of Article
III may be modified or amended in any manner that would diminish the rights of
any Schedule IV Purchaser unless such Schedule IV Purchaser consents in writing
to such modification or amendment (such consent not to be unreasonably withheld
or delayed); provided, further, that, notwithstanding the foregoing, upon the
written agreement of only the Company and WCAS IX additional Stockholders may be
added to this Agreement. Except as otherwise provided herein, any waiver of any
provision of this Agreement must be in a writing signed by the party against
whom enforcement of such waiver is sought.
SECTION 9.06. Covenants Bind Successors and Assigns. All the covenants,
stipulations, promises and agreements in this Agreement contained by or on
behalf of any party shall bind its successors and permitted assigns, whether so
expressed or not.
18
SECTION 9.07. Duration of Agreement. This Agreement (other than the
provisions of Section 2.03 and Article VII which shall survive the termination
of this Agreement) shall terminate upon the earliest to occur of (x) a Public
Offering by the Company in which aggregate proceeds to the Company (together
with the aggregate proceeds in all prior Public Offerings) are at least
$250,000,000, (y) the Transfer by WCAS IX to Persons who do not become parties
hereto of not less than 100% of the shares of Company Capital Stock held by WCAS
IX on the date of such Transfer (it shall be understood that notwithstanding
this Section 9.07, Article III shall apply to any such Transfer in accordance
with its terms), or (z) any sale of all then outstanding Company Equity
Securities (whether by means of a merger or otherwise) in exchange for equity
securities of a company who has registered the class of such equity securities
under Section 12 of the Exchange Act.
SECTION 9.08. Counterparts. This Agreement may be executed in any
number of counterparts, and each such counterpart hereof shall be deemed to be
an original instrument, but all such counterparts together shall constitute but
one agreement.
SECTION 9.09. Changes in Company Common Stock. If, and as often as,
there are any changes in Company Common Stock by way of stock split, stock
dividend, combination or reclassification, or through merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof as may be required so that the
rights and privileges granted hereby shall continue with respect to the Company
Common Stock and Options and Convertible Securities as so changed.
SECTION 9.10. Specific Performance. Each party hereto agrees that a
remedy at law for any breach or threatened breach by such party of this
Agreement would be inadequate and therefore agrees that any other party hereto
shall be entitled to pursue specific performance of this Agreement in addition
to any other available rights and remedies in case of any such breach or
threatened breach.
SECTION 9.11. Governing Law. This Agreement, and all claims arising
hereunder or relating hereto, shall be governed and construed and enforced in
accordance with the laws of the State of New York.
SECTION 9.12. Waiver Of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
[SIGNATURE PAGES FOLLOW]
19
IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed as of the day and year first above written.
The Company
SELECT MEDICAL HOLDINGS CORPORATION
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Chief Executive Officer
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
WCAS IX
WELSH, CARSON, XXXXXXXX & XXXXX IX, L.P.
BY: WCAS IX ASSOCIATES LLC,
Its: General Partner
By: /s/ Illegible
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
WCAS XX XX
WCAS CAPITAL PARTNERS IV, L.P.
By: WCAS XX XX Associates LLC
Its General Partner
By: /s/ Illegible
------------------------------------
Name:
----------------------------------
Title: Managing Member
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
SCHEDULE I
WELSH, CARSON, XXXXXXXX & XXXXX IX, L.P.
WCAS CAPITAL PARTNERS IV, L.P.
XXXXXXX X. XXXXXX
XXXXX X. XXXXXXXX
XXXXXXX X. XXXXX
XXXXXX X. XXXXXXXXX
XXXXXX X. XXXXXXXXX
XXXXXXX X. XX XXXXXX
XXXX X. XXXXXXX
D. XXXXX XXXXXXX
XXXXXX XXXXX
XXXX X. XXXXX
XXXXX X. XXXXXXXX XXX
XXXXX X. XXXXXXXX
XXXXXXXX X. RATHER XXX
XXXX X. XXXXXXX
XXXX XXXXXXX
XXX XXXXXX
XXXX XXXXX
XXXX XXXXX
WCAS MANAGEMENT CORPORATION
XXXX XXX
XXXXXXX XXXXXXX
XXXXX XXXXX
XXXXXXX XXXXXX
XXXXX XXXXX
XXXXXX XXXXXXXXXX
XXXX XXXXX
XXXXX XXXXXXX
Address for Notices:
x/x Xxxxx, Xxxxxx, Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxxx
Facsimile: (000) 000-0000
Other Stockholders
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxx
Xxxxxx X. XxXxxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxxx X. xx Xxxxxx
Xxxx X. Xxxxxxx
D. Xxxxx Xxxxxxx
Xxxxxx Xxxxx
Xxxx X. Xxxxx
Xxxxx X. Xxxxxxxx XXX
Xxxxxxxx X. Rather XXX
Xxxx X. Xxxxxxx
Xxxx Xxxxxxx
Xxx Xxxxxx
Xxxx Xxxxx
Xxxx Xxxxx
Xxxx Xxx
Xxxxxxx Xxxxxxx
Xxxxx Xxxxx
Xxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxxxxx Xxxxxxxxxx
Xxxx Xxxxx
Xxxxx Xxxxxxx
By: /s/ Xxxxxxxx X. Rather
------------------------------------
Xxxxxxxx X. Rather
Attorney-in-fact
WCAS MANAGEMENT CORPORATION
By: /s/ Xxxxxxxx X. Rather
------------------------------------
Name: Xxxxxxxx X. Rather
Title: Treasurer
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Illegible
------------------------------------
Its: Authorized Representative
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers:
XXXX RESOURCES LIMITED PARTNERSHIP
/s/ R. Xxxx Xxxx
----------------------------------------
R. Xxxx Xxxx
/s/ Xxxxxxx Xxxx
----------------------------------------
Xxxxxxx Xxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
CALIFORNIA STATE TEACHERS' RETIREMENT
SYSTEM
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Chief Investment Officer
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholders
XXXXXXXXX INVESTMENT LTD.
By: /s/ Illegible
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
ABU DHABI INVESTMENT AUTHORITY
By: /s/ XXXXXXXX XXXXXX
------------------------------------
Name: XXXXXXXX XXXXXX
Title: ASSISTANT DIRECTOR
By: /s/ XXXXX XXXXX
------------------------------------
Name: XXXXX XXXXX
Title: DEPUTY DIRECTOR
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
/s/ Xxxxxx Xxxxxx
----------------------------------------
Xxxxxx Xxxxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
HARBOURVEST PARTNERS 2004 DIRECT
FUND L.P.
By: HarbourVest Partners 2004 Direct
Associates LLc, as its
general partner
By: HarbourVest partners, LLC, as its
managing member
By: /s/ XXXXXXX X. XXXXXXXX
------------------------------------
NAME: XXXXXXX X. XXXXXXXX
TITLE: MANAGING DIRECTOR
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
HUNTING CREEK PARTNER, LLC
By: /s/ Xxxxxx Kayden
------------------------------------
Name: Xxxxxx Kayden
Title:
---------------------------------
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
HARBOURVEST PARTNERS 2004 DIRECT
FUND L.P.
By: HarbourVest Partners 2004 Direct
Associates LLC, as its general
partner
By: HarbourVest Partners, LLC, as its
managing member
By: /s/ XXXXXXX X. XXXXXXXX
------------------------------------
Name: XXXXXXX X. XXXXXXXX
Title: MANAGING DIRECTOR
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other WCAS Investors
ROUNDTABLE ASSOCIATES LLC
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Managing Director
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
NEW YORK LIFE CAPITAL PARTNERS II, L.P.
By: NYLCAP Manager LLC, its Investment
Manager
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
/s/ Xxxxx Xxxxxxxx
----------------------------------------
Xxxxx Xxxxxxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
WEIGERS & CO. LLC
By: /s/ X. X. Xxxxxxx
------------------------------------
Name: X. X. XXXXXXX
Title: MEMBER
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
A.S.F. CO-INVESTMENT PARTNERS II. L.P.
BY: PAF 1/03, LLC
Its General Partner
BY: OLD KINGS II, LLC
Its Managing Member
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: XXXX X. XXXXXX
Title: MANAGING DIRECTOR
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
RGIP LLC
By: /s/ X. Xxxxxxxx Malt
------------------------------------
Name: X. Xxxxxxxx Malt
Title: Managing Member
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholders
PASSAGE PORTFOLIO, L.P.
By: MLIM DivPEP I, LLC,
its managing general partner
By: MLIM Private Equity, L.P.,
its member manager
By: Portfolio Administration &
Management Ltd., its general partner
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Vice President
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
SCH Partners, L.P.
By:
------------------------------------
Its: General Partner
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: GENERAL PARTNER
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholders
XXXXX STREET FUND, L.P.
By: MLIM DivPEP I, LLC, its
general partner
By: MLIM Private Equity, L.P.,
its member manager
By: Portfolio Administration &
Management Ltd., its general partner
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Vice President
XXXXX STREET PORTFOLIO, L.P.
By: MLIM DivPEP I, LLC, its managing
general partner
By: MLIM Private Equity, L.P., its
member manager
By: Portfolio Administration &
Management Ltd, its general partner
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Vice President
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
XXXXX XXXXXXX FUND VI, L.P.
By: TC Partners VI, L.P.
Its General Partner
By: Xxxxx Xxxxxxx Equity Partners, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXX XXXXXXX FRIENDS FUND VI, L.P.
By: TC Partners VI, L.P.
Its General Partner
By: Xxxxx Xxxxxxx Equity Partners, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
/s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
XXXXXX STREET FUND, L.P.
By: MLIM DivPEP I, LLC,
its general partner
By: MLIM Private Equity, L.P.,
its member manager
By: Portfolio Administration &
Management Ltd.,
its general partner
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Vice President
XXXXXX STREET PORTFOLIO, L.P.
By: MLIM DivPEP I, LLC,
its managing general partner
By: MLIM Private Equity, L.P.,
its member manager
By: Portfolio Administration &
Management Ltd.,
its general partner
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Vice President
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
XXXXX XXXXXXX FUND VII, L.P.
By: TC Partners VII, L.P.
Its General Partner
By: Xxxxx Xxxxxxx Equity Partners, Inc.
Its General Partner
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: XXXXX XXXXXXX
Title: PARTNER
XXXXX XXXXXXX FRIENDS FUND VII, L.P.
By: TC Partners VII, L.P.
Its General Partner
By: Xxxxx Xxxxxxx Equity Partners, Inc.
Its General Partner
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: XXXXX XXXXXXX
Title: PARTNER
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholders
GS PRIVATE EQUITY PARTNERS 1999, L.P.
By: GS PEP 1999 Advisors, L.L.C.,
General Partner
By: GSAM Gen-Par, L.L.C.,
Managing Partner
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
GS PRIVATE EQUITY PARTNERS 1999
OFFSHORE, L.P.
By: GS PEP 1999 Offshore Advisors, Inc.,
its General Partner
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
GS PRIVATE EQUITY PARTNERS 1999 - DIRECT
INVESTMENT FUND, L.P.
By: GS PEP 1999 Direct Investment
Advisors, L.L.C., General Partner
By: GSAM Gen-Par, L.L.C.,
Managing Partner
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
/s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxxx
----------------------------------------
Xxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx Xxxxx Xxxxxxx
----------------------------------------
Xxxxxxx Xxxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxx
----------------------------------------
Xxxxxxx X. Xxxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
OLD TRAFFORD INVESTMENT PTE LTD
By: /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Signatory
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
XXXXXX X. XXXXXXXX DESENDANTS TRUST
By: /s/ Illegible
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXXXXX FAMILY FOUNDATION
By: /s/ Illegible
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
/s/ Xxxx X. Xxxx
----------------------------------------
Xxxx X. Xxxx
/s/ Xxxxx X. Xxxxx
----------------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
/s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx & Xxxxx Xxxxxxx Jt Ten
/s/ Xxxxx Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx & Xxxxx Xxxxxxx Jt Ten
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
/s/ Xxxx X. Xxxx
----------------------------------------
Xxxx X. Xxxx
/s/ Xxxxx X. Xxxxx
----------------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxx X. Kacrober
----------------------------------------
Xxxxxx X. Kacrober
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx C/F Xxxxxx Xxxxxxx
UGMA/PA
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx C/F Xxxxx Xxxxxxx
UGMA/PA
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx C/F Xxxxxxx Xxxxxxx
UGMA/PA
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx C/F Xxxxxx Xxxxxxx,
Jr. UGMA/PA
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx C/F Xxxxxxx X. Xxxxxx
UGMA/PA
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx C/F Xxxxxx X. Xxxxxx
UGMA/PA
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx C/F Xxxxxxxx X. Xxxxxx
UGMA/PA
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Stockholers
XXXXXXXX XXX XXXX LIVING TRUST,
DATED APRIL 13, 1998
By: /s/ Xxxxxxxx Xxx Xxxx
------------------------------------
Xxxxxxxx Xxx Xxxx, Trustee
By: /s/ Xxxxx X. Xxxx
------------------------------------
Xxxxx X. Xxxx, Trustee
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
Other Investors
XXXXX XXXXXXX FUND VI, L.P.
By: TC Partners VI, L.P.
Its General Partner
By: Xxxxx Xxxxxxx Equity Partners, Inc.
Its General Partner
By: /s/ Illegible
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXX XXXXXXX FRIENDS FUND VI, L.P.
By: TC Partners VI, L.P.
Its General Partner
By: Xxxxx Xxxxxxx Equity Partners, Inc.
Its General Partner
By: /s/ Illegible
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
/s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
Other Investors
OLD TRAFFORD INVESTMENT PTE LTD
By: /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Signatory
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
Other Investors
XXXXX XXXXXXX FUND VII, L.P.
By: TC Partners VII, L.P.
Its General Partner
By: Xxxxx Xxxxxxx Equity Partners, Inc.
Its General Partner
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: XXXXX XXXXXXX
Title: PARTNER
XXXXX XXXXXXX FRIENDS FUND VII, L.P.
By: TC Partners VII, L.P.
Its General Partner
By: Xxxxx Xxxxxxx Equity Partners, Inc.
Its General Partner
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: XXXXX XXXXXXX
Title: PARTNER
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
Other Investors
XXXXXX X. XXXXXXXX DESENDANTS TRUST
By: /s/ Illegible
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
XXXXXXXX FAMILY FOUNDATION
By: /s/ Illegible
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
Other Investors
/s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxxx
----------------------------------------
Xxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx Xxxxx Xxxxxxx
----------------------------------------
Xxxxxxx Xxxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxx
----------------------------------------
Xxxxxxx X. Xxxxx
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
Other Investors
/s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx & Xxxxx Xxxxxxx Jt Ten
/s/ Xxxxx Xxxxxxx Jt Ten
----------------------------------------
Xxxxx X. Xxxxxxx & Xxxxx Xxxxxxx Jt Ten
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
Other Investors
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx C/F Xxxxxx Xxxxxxx
UGMA/PA
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx C/F Xxxxx Xxxxxxx
UGMA/PA
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx C/F Xxxxxxx Xxxxxxx
UGMA/PA
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx C/F Xxxxxx Xxxxxxx,
Jr. UGMA/PA
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
Other Investors
/s/ Xxxx X. Xxxx
----------------------------------------
Xxxx X. Xxxx
/s/ Xxxxx X. Xxxxx
----------------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxxx
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
Other Investors
XXXXXXXX XXX XXXX LIVING TRUST,
DATED APRIL 13, 1998
By: /s/ Xxxxxxxx Xxx Xxxx
------------------------------------
Xxxxxxxx Xxx Xxxx, Trustee
By: /s/ Xxxxx X. Xxxx
------------------------------------
Xxxxx X. Xxxx, Trustee
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
Other Investors
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx C/F Xxxxxxx X. Xxxxxx
UGMA/PA
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx C/F Xxxxxx X. Xxxxxx
UGMA/PA
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx C/F Xxxxxxxx X. Xxxxxx
UGMA/PA
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
