1
EXHIBIT 99.1
MCK COMMUNICATIONS, INC.
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT is made as of June 14, 2000, by and among MCK
Communications, Inc., a Delaware corporation (the "COMPANY") and the parties
listed as Stockholders on SCHEDULE 1 attached hereto (each a "STOCKHOLDER" and
collectively, the "STOCKHOLDERS").
RECITALS
WHEREAS, this Agreement is made pursuant to the Agreement and Plan of
Merger (the "MERGER AGREEMENT"), dated as of June 14, 2000, by and among the
Company, Omni Acquisition Corporation, a Delaware corporation ("MERGER SUB"),
Xxxx Holdings International Inc., an Ontario corporation ("PARENT"), DTI
Holdings, Inc., a Texas corporation ("HOLDINGS") and Digital Techniques, Inc., a
Texas corporation ("TARGET"), which provides for the merger of Merger Sub with
and into Holdings and for the issuance by the Company to the Stockholders of an
aggregate of 364,601 shares of the Company's common stock, par value $.001 per
share ("COMMON STOCK"); and
WHEREAS, the parties hereto acknowledge the existence of that certain
Amended and Restated Registration Rights Agreement by and between the Company
and the Investors (as defined therein) dated as of July 16, 1998, pursuant to
which the Company granted certain stockholders registration rights with respect
to the shares of Common Stock (the "OTHER REGISTRABLE SECURITIES") held by such
stockholders.
The parties hereto hereby agree as follows:
1. DEMAND REGISTRATIONS.
(a) REQUESTS FOR REGISTRATION. On or after such time as the Company is
eligible to register securities on Form S-3, the holders of at least 25% of the
Registrable Securities may request registration under the Securities Act of all
or any portion of their Registrable Securities on Form S-3 or any similar
short-form registration ("SHORT-FORM REGISTRATIONS"), if available.
Registrations requested pursuant to this Section 1(a) are referred to herein as
"DEMAND REGISTRATIONS." The holders of Registrable Securities shall be entitled
to request an unlimited number of Short-Form Registrations in which the Company
shall pay all Registration Expenses; PROVIDED the aggregate offering value of
the Registrable Securities requested to be registered in any Short-Form
Registration must equal at least $1,000,000. Each request for a Demand
Registration shall specify the approximate number of Registrable Securities
requested to be registered and the anticipated per share price range for such
offering. Within ten days after receipt of any such request, the Company shall
give written notice of such requested registration to all other holders of
Registrable Securities and Other Registrable Securities and, subject to Section
1(c) below, shall include in such registration all Registrable Securities and
Other Registrable Securities with respect to which the Company has received
written requests for inclusion therein within 15 days after the receipt of the
Company's notice.
2
(b) DEMAND EXPENSES. All Registration Expenses of the holders of
Registrable Securities incurred in connection with a Demand Registration shall
be paid by the Company.
(c) PRIORITY ON DEMAND REGISTRATIONS. The Company shall not include in
any Demand Registration any securities which are not Registrable Securities or
Other Registrable Securities without the prior written consent of both (i) the
holders of a majority of the Registrable Securities included in such
registration and (ii) the holders of a majority of the Other Registrable
Securities included in such registration. If a Demand Registration is an
underwritten offering and the managing underwriters advise the Company in
writing that in their opinion the number of Registrable Securities, Other
Registrable Securities and, if permitted hereunder, other securities requested
to be included in such offering exceeds the number of Registrable Securities,
Other Registrable Securities and other securities, if any, which can be sold in
an orderly manner in such offering within a price range acceptable to the
holders of a majority of the Registrable Securities initially requesting
registration, the Company shall include in such registration prior to the
inclusion of any securities which are not Registrable Securities and Other
Registrable Securities the number of Registrable Securities and Other
Registrable Securities requested to be included which in the opinion of such
underwriters can be sold in an orderly manner within the price range of such
offering, pro rata among the respective holders thereof on the basis of the
amount of Registrable Securities and Other Registrable Securities owned by each
such holder.
(d) RESTRICTIONS ON DEMAND REGISTRATIONS. The Company shall not be
obligated to effect any Demand Registration within 180 days after the effective
date of a previous Demand Registration or a previous registration in which the
holders of Registrable Securities were given the right to include their
Registrable Securities pursuant to this Section 1 or Section 2. The Company may
postpone for up to 90 days the filing or the effectiveness of a registration
statement for a Demand Registration if the Company's Board of Directors
determines in its reasonable good faith judgment that such Demand Registration
would reasonably be expected to have a material adverse effect on any proposal
or plan by the Company or any of its Subsidiaries to engage in any acquisition
of assets (other than in the ordinary course of business) or any merger,
consolidation, tender offer, reorganization or similar transaction. The Company
may delay a Demand Registration pursuant to this Section 1(d) only once in any
twelve-month period.
2. PIGGYBACK REGISTRATIONS.
(a) RIGHT TO PIGGYBACK. Whenever the Company proposes to register any
of its securities under the Securities Act (other than pursuant to a Demand
Registration and except for registration statements on Forms S-4 and S-8) and
the registration form to be used may be used for the registration of Registrable
Securities (a "PIGGYBACK REGISTRATION"), the Company shall give prompt written
notice to all holders of Registrable Securities of its intention to effect such
a registration and, subject to Sections 2(c) and 2(d) below, shall include in
such registration all Registrable Securities with respect to which the Company
has received written requests for inclusion therein within 20 days after the
receipt of the Company's notice.
(b) PIGGYBACK EXPENSES. All Registration Expenses of the holders of
Registrable Securities incurred in connection with a Piggyback Registration
shall be paid by the Company.
2
3
(c) If the Company grants registration rights to a holder of the
Company's securities which are senior to the rights granted herein and such
holders exercise such rights pursuant to which the Company files a registration
statement (except for registration statements on Form S-4 or S-8) the holders of
Registrable Securities shall have the opportunity to participate in such
registration in accordance with the provisions of this Section 3.
(d) PRIORITY ON PRIMARY REGISTRATION. If a Piggyback Registration is
an underwritten primary registration on behalf of the Company, and the managing
underwriters advise the Company in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in such offering without adversely affecting the marketability
of the offering, the Company shall include in such registration (i) first, the
securities the Company proposes to sell, (ii) second, the Registrable Securities
and Other Registrable Securities requested to be included in such registration,
pro rata among the holders of such Registrable Securities and Other Registrable
Securities on the basis of the number of shares owned by each such holder, and
(iii) third, other securities requested to be included in such registration.
(e) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback Registration
is an underwritten secondary registration on behalf of holders of the Company's
securities and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
adversely affecting the marketability of the offering, the Company shall include
in such registration (i) first, the securities requested to be included therein
by the holders requesting such registration and the Registrable Securities and
Other Registrable Securities requested to be included in such registration, pro
rata among the holders of such securities on the basis of the number of
securities owned by each such holder and (ii) second, other securities requested
to be included in such registration.
3. HOLDBACK AGREEMENTS. In connection with any underwritten public
offering of the Company's Common Stock which a holder of Registrable Securities
has the opportunity to participate in by selling a portion of the Registrable
Securities held by such holder, so long as the Other Registrable Securities are
subject to similar restrictions, each holder of Registrable Securities shall
not, unless the underwriters managing the registered public offering otherwise
agree, effect any public sale or distribution (including sales pursuant to Rule
144 under the Securities Act) of equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for such securities
(except as part of such underwritten registration) during the seven days prior
to and the 90-day period beginning on the date of the offering.
4. REGISTRATION PROCEDURES. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this Agreement, the Company shall use its best efforts to effect the
registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof, and pursuant thereto the Company shall
as expeditiously as possible:
(a) prepare and file, within thirty (30) days after receiving all
information requested by the Company from the holders of Registrable Securities,
with the Securities and Exchange Commission a registration statement with
respect to such Registrable Securities and
3
4
use its best efforts to cause such registration statement to become effective;
PROVIDED THAT before filing a registration statement or prospectus or any
amendments or supplements thereto, the Company shall furnish to the counsel
selected by the holders of a majority of the Registrable Securities and Other
Registrable Securities covered by such registration statement copies of all such
documents proposed to be filed, which documents shall be subject to the review
and comment of such counsel;
(b) notify each holder of Registrable Securities of the effectiveness
of each registration statement filed hereunder and prepare and file with the
Securities and Exchange Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective for a period of not less
than 180 days and comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration statement
during such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of
copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(d) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
any seller reasonably requests and do any and all other acts and things which
may be reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller; PROVIDED THAT the Company shall not be required to (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph, (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction;
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the Company shall
prepare a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed and, if not so listed, to be listed on the Nasdaq Stock Market and, if
listed on the Nasdaq Stock Market, use its best efforts to secure designation of
all such Registrable Securities covered by such registration statement as a
NASDAQ "national market system security" within the meaning of Rule 11 Aa2-1
promulgated pursuant to the Securities Exchange Act or, failing that, to secure
a quotation on the OTC Bulletin Board Service for such Registrable Securities
and, without limiting the generality of the
4
5
foregoing, to arrange for at least two market makers to register as such with
respect to such Registrable Securities with the Nasdaq Stock Market;
(g) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the holders of
a majority of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities (including effecting a stock split or a combination of
shares);
(i) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors, employees and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement;
(j) otherwise use its best efforts to comply with all applicable
rules and regulations of the Securities and Exchange Commission, and make
available to its security holders, as, soon as reasonably practicable, an
earnings statement covering the period of at least twelve months beginning with
the first day of the Company's first full calendar quarter after the effective
date of the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its
reasonable judgment, might be deemed to be an underwriter or a controlling
person of the Company, to participate in the preparation of such registration or
comparable statement and to require the insertion therein of material, furnished
to the Company in writing, which in the reasonable judgment of such holder and
its counsel should be included; and
(l) in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any Common Stock included in such registration statement for sale in any
jurisdiction, the Company shall use its best efforts promptly to obtain the
withdrawal of such order.
5. REGISTRATION EXPENSES.
(a) All expenses incident to the Company's performance of or
compliance with this Agreement, including, without limitation, all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, transfer agent and registrar fees, printing expenses, messenger and
delivery expenses, fees and disbursements of custodians, and fees and
disbursements of counsel for the Company and all independent certified public
accountants, underwriters (excluding discounts and commissions) and other
Persons retained by the Company (all such expenses being herein called
"REGISTRATION EXPENSES") shall be borne as provided in this
5
6
Agreement; in addition, the Company shall pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit or
quarterly review, the expense of any liability insurance and the expenses and
fees for listing the securities to be registered on each securities exchange on
which similar securities issued by the Company are then listed or on the Nasdaq
Stock Market.
(b) To the extent that Registration Expenses are not paid by the
Company, each holder of securities included in any registration hereunder shall
pay those Registration Expenses allocable to the registration of such holder's
securities so included, and any Registration Expenses not so allocable shall be
borne by all sellers of securities included in such registration in proportion
to the aggregate selling price of the securities to be so registered.
6. INDEMNIFICATION.
(a) The Company agrees to indemnify, to the extent permitted by law,
each holder of Registrable Securities, its officers and directors and each
Person who controls such holder (within the meaning of the Securities Act)
against all losses, claims, damages, liabilities and expenses caused by any
untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by such holder expressly for use
therein or by such holder's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after the
Company has furnished such holder with a sufficient number of copies of the
same. In connection with an underwritten offering, the Company shall indemnify
such underwriters, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act) to the same extent
as provided above with respect to the indemnification of the holders of
Registrable Securities.
(b) In connection with any registration statement in which a holder
of Registrable Securities is participating, each such holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, shall indemnify the Company, its
directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information or affidavit so
furnished in writing by such holder; PROVIDED that the obligation to indemnify
shall be individual, not joint and several, for each holder and shall be limited
to the net amount of proceeds received by such holder from the sale of
Registrable Securities pursuant to such registration statement.
6
7
(c) Any Person entitled to indemnification hereunder shall (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give prompt notice
shall not impair any Person's right to indemnification hereunder to the extent
that such failure has not prejudiced the indemnifying party) and (ii) unless in
such indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
(d) The indemnification provided for under this Agreement shall
remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling Person
of such indemnified party and shall survive the transfer of securities. The
Company also agrees to make such provisions, as are reasonably requested by any
indemnified party, for contribution to such party in the event the Company's
indemnification is unavailable for any reason.
7. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may participate
in any registration hereunder which is underwritten unless such Person (i)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (ii) completes and executes all questionnaires,
powers of attorney, custody agreements, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements;
PROVIDED THAT no holder of Registrable Securities included in any underwritten
registration shall be required to make any representations or warranties to the
Company or the underwriters (other than representations and warranties regarding
such holder and such holder's intended method of distribution) or to undertake
any indemnification obligations to the Company or the underwriters with respect
thereto, except as otherwise provided in Section 6 hereof.
8. DEFINITIONS.
(a) "REGISTRABLE SECURITIES" means (i) the shares of Common Stock and
options to purchase Common Stock issued to the Stockholders pursuant to the
terms of the Merger Agreement and (ii) any shares of Common Stock issued or
issuable with respect to the securities referred to in clause (i) above by way
of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization. As to
any particular Registrable Securities, such securities shall cease to be
Registrable Securities when they (x) have been distributed to the public
pursuant to an offering registered under the Securities Act or (y) are eligible
to be sold to the public under Rule 144 under the Securities Act (or any similar
rule then in force) or (z) have been repurchased by the Company or any
Subsidiary.
7
8
(b) Unless otherwise stated, other capitalized terms contained herein
have the meanings set forth in the Merger Agreement.
9. MISCELLANEOUS.
(a) NO INCONSISTENT AGREEMENTS. The Company shall not hereafter enter
into any agreement with respect to its securities which is inconsistent with or
violates the rights granted to the holders of Registrable Securities in this
Agreement.
(b) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company shall
not take any action, or permit any change to occur, with respect to its
securities which would materially and adversely affect the ability of the
holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement or which would materially and
adversely affect the marketability of such Registrable Securities in any such
registration (including, without limitation, effecting a stock split or a
combination of shares).
(c) REMEDIES. Any Person having rights under any provision of this
Agreement shall be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or other security) for specific performance and for other injunctive
relief in order to enforce or prevent violation of the provisions of this
Agreement.
(d) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
provisions of this Agreement may be amended or waived only upon the prior
written consent of the Company and holders of a majority of the Registrable
Securities.
(e) SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit of
holders of Registrable Securities are also for the benefit of and enforceable
by, any subsequent holder of Registrable Securities.
(f) SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity without invalidating the remainder
of this Agreement.
(g) COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts (including by means of telecopied signature pages), any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same Agreement.
8
9
(h) DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
(i) GOVERNING LAW. All issues and questions concerning the
construction, validity, interpretation and enforcement of this Agreement and the
exhibits and schedules hereto shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without giving effect to any choice of
law or conflict of law rules or provisions (whether of the State of Delaware or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.
(j) NOTICES. All notices and other communications required or
permitted hereunder shall be in writing, shall be effective when given, and
shall in any event be deemed to be given upon receipt or, if earlier, (i) five
(5) days after deposit with the U.S. Postal Service or other applicable postal
service, if delivered by first class mail, postage prepaid, (ii) upon delivery,
if delivered by hand, (iii) one business day after the business day of deposit
with Federal Express or similar nationally recognized overnight courier, freight
prepaid or (iv) one business day after the business day of facsimile
transmission, if delivered by facsimile transmission with copy by first class
mail, postage prepaid, and shall be addressed as follows, or at such other
address as a party may designate by ten (10) days' advance written notice to the
other parties to this Agreement pursuant to the provisions of this Section 9(j):
(x) if to an Investor, to such Investor's address set forth on
the Schedule of Investors.
(y) if to the Company to:
MCK Communications, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxxxx
with a copy to:
XxXxxxxxx, Will & Xxxxx
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxxxxx, Esq.
9
10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
COMPANY:
MCK COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
STOCKHOLDERS:
XXXX HOLDINGS INTERNATIONAL INC.
By: /s/ Xxxx Xxxxx
---------------------------------
Name: Xxxx Xxxxx
Title: Chairman
/s/ Xxxx Xxxxxxxxx
------------------------------------
Xxxx XxXxxxxxx
/s/ Xxxxx Xxxxx
------------------------------------
Xxxxx Xxxxx
/s/ Xxx Xxxxxxxxxxx
------------------------------------
Xxx Xxxxxxxxxxx
/s/ Xxx Xxxxxxxxx
------------------------------------
Xxx Xxxxxxxxx
/s/ Xxx Xxxx
------------------------------------
Xxx Xxxx
/s/ Xxx Xxxxx
------------------------------------
Xxx Xxxxx
11
/s/ Xxxxx Xxxxxxxx
------------------------------------
Xxxxx Xxxxxxxx
/s/ Xxx Xxxxxxxxx
------------------------------------
Xxx Xxxxxxxxx
/s/ Xxxx Xxxxxxx
------------------------------------
Xxxx Xxxxxxx
/s/ Xxx Xxxxxxx
------------------------------------
Xxx Xxxxxxx
/s/ Xxxx Xxxxxxx
------------------------------------
Xxxx Xxxxxxx
/s/ Xxxx Xxxxxxx
------------------------------------
Xxxx Xxxxxxx
/s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxx
------------------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxx
------------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxx
------------------------------------
Xxxxxxx Xxxxx
/s/ Xxx Xxxxxxx
------------------------------------
Xxx Xxxxxxx
12
/s/ Xxxx Xxxxx
------------------------------------
Xxxx Xxxxx
/s/ Xxxx Xxxxxxx
------------------------------------
Xxxx Xxxxxxx
/s/ Xxxxxx Xxxx
------------------------------------
Xxxxxx Xxxx
/s/ Xxxx Xxxxxx
------------------------------------
Xxxx XxXxxx
/s/ Xxxx Xxxxxxxxx
------------------------------------
Xxxx Xxxxxxxxx
/s/ Xxxxx Xxxxxx
------------------------------------
Xxxxx Xxxxxx
/s/ Xxxxx Xxxxxxxx
------------------------------------
Xxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxxx
------------------------------------
Xxxxxx Xxxxxxxx
/s/ Xxx Xxxxx
------------------------------------
Xxx Xxxxx
/s/ Xxxxx X'Xxxxx
------------------------------------
Xxxxx X'Xxxxx
/s/ Xxxx Xxxxxxx
------------------------------------
Xxxx Xxxxxxx
13
/s/ Xxxxx Xxxxx
------------------------------------
Xxxxx Xxxxx
/s/ Xxxxx Xxxxx
------------------------------------
Xxxxx Xxxxx
/s/ Xxxxxxx Xxxxxxx
------------------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxxx
------------------------------------
Xxxxx Xxxxxxxx
/s/ Xxxx Xxxxxx
------------------------------------
Xxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
------------------------------------
Xxxxxx Xxxxxx
/s/ Xxxx Xxxxx
------------------------------------
Xxxx Xxxxx
/s/ Xxxxx Xxxxxxxxx
------------------------------------
Xxxxx Xxxxxxxxx
